On August 3, 2020, Achieve Life Sciences, Inc. ("Achieve") reported that it entered into an underwriting agreement (the "Underwriting Agreement") with Lake Street Capital Markets, LLC (the "Underwriter"), pursuant to which Achieve agreed to issue and sell an aggregate of (a) 476,187 shares of its common stock (the "Shares") and (b) pre-funded warrants to purchase 142,857 shares of its common stock (the "Pre-Funded Warrants") to the Underwriters (the "Offering") (Filing, 8-K, OncoGenex Pharmaceuticals, AUG 3, 2020, View Source [SID1234562863]). The Shares will be sold at the public offering price of $10.50 per share. The Pre-Funded Warrants will be sold at a public offering price of $10.499 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant. Pursuant to the Underwriting Agreement, Achieve has also granted the Underwriters a 30-day option to purchase up to an additional 92,856 shares of its common stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-229019) that was filed by Achieve with the Securities and Exchange Commission ("SEC") on December 26, 2018, and declared effective by the SEC on February 11, 2019, and a related prospectus supplement.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to Achieve.
Achieve estimates that net proceeds from the Offering will be approximately $5.9 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters’ option to purchase additional shares. Achieve intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, to fund clinical research and development, and for general working capital. Achieve expects the Offering to close on August 6, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this report and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Fenwick & West LLP, relating to the validity of the securities offered in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.