Achieve Life Sciences Inc. (NASDAQ: ACHV) announced a private placement agreement for up to $354 million in gross proceeds, including $180 million in upfront funding and up to an additional $174 million from warrants exercisable within 20 days of FDA approval.

The financing round was led by Frazier Life Sciences, TPG Life Sciences Innovations, venBio Partners, Paradigm BioCapital Advisors and Marshall Wace. Other participants include both new and existing investors such as Coastlands Capital, Dialectic Capital, Janus Henderson Investors, LifeSci Venture Partners and Wellington Management.

The company will issue 49,418,069 shares of common stock at $3.635 per share, or alternatively, 100,500 pre-funded warrants at $3.634 each. The transaction includes accompanying warrants to purchase up to 49,518,569 shares at $3.51 per warrant share.

The accompanying warrants expire on the later of 20 business days following public announcement of FDA approval for cytisinicline or when the company notifies holders of FDA approval. Pre-funded warrants have an exercise price of $0.001 per share and do not expire.

The company appointed Andrew D. Goldberg as Chief Executive Officer and board member, effective following the transaction closing. Current President and CEO Richard Stewart will continue serving 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, subject to customary conditions.

The Seattle-based pharmaceutical company focuses on developing cytisinicline for nicotine dependence treatment. The company submitted a New Drug Application to the FDA in June 2025, which was accepted for review with a PDUFA date of June 20, 2026.

Morgan Stanley served as sole placement agent for the private placement, according to the company's statement.