Achieve Life Sciences Inc. (NASDAQ: ACHV) announced it has entered into a securities purchase agreement for a private placement valued at up to approximately $354 million in gross proceeds. The transaction includes initial upfront funding of approximately $180 million and up to an additional $174 million from warrants exercisable within 20 days of FDA approval.

The private placement was led by Frazier Life Sciences, TPG Life Sciences Innovations, venBio Partners, Paradigm BioCapital Advisors and Marshall Wace. Additional participants include both new and existing investors such as Coastlands Capital, Dialectic Capital, Janus Henderson Investors, LifeSci Venture Partners, Logos Capital, Propel Bio Partners, Spruce Street Capital, Venrock Healthcare Capital Partners, Vivo Capital and Wellington Management.

The placement involves 49,418,069 shares of common stock priced at $3.635 per share, or alternatively, 100,500 pre-funded warrants at $3.634 per warrant. The transaction includes accompanying warrants to purchase up to 49,518,569 shares of common stock or pre-funded warrants.

The accompanying warrants carry an exercise price of $3.51 per warrant share and will expire on the later of 20 business days following FDA approval of cytisinicline for smoking cessation or the date the company notifies holders of FDA approval.

The company's board appointed Andrew D. Goldberg, MD as Chief Executive Officer and board member, effective after the closing. Current President and CEO Richard Stewart will remain on the board of directors.

Achieve Life Sciences plans to use proceeds to fund a Phase 3 clinical trial for cytisinicline for e-cigarette cessation, commercialization efforts, and general corporate purposes. The transaction is expected to close on April 17, 2026, with Morgan Stanley serving as sole placement agent.