UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-Q/A

Amendment No. 1







|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED March 31, 2018

or



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM
 TO
.

Commission file number 033-80623





Achieve Life Sciences, Inc.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 95-4343413                             
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)

1001 W. Broadway, Suite 400, Vancouver, British Columbia, V6H 4B1

(Address of Principal Executive Offices)

(604) 736-3678

(Registrants telephone number, including area code)





Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☒
|                        |  |                                                  | 
|                        |  |                                                  |  | Emerging growth company   |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                               |  |                           
|------------------------------ |  | --------------------------
|Class                          |  | Outstanding at May 9, 2018
|Common Stock, $0.001 par value |  | 12,907,932                









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EXPLANATORY NOTE

Achieve Life Sciences, Inc., or the Company, is filing this Amendment No. 1, or the Amendment, to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, or the Original Form 10-Q, as an exhibit-only filing to re-file
Exhibit 10.1 to the Original Form 10-Q, in response to comments the Company received from the Securities and Exchange Commission on a confidential treatment request the Company made for certain portions of
Exhibit 10.1.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Companys principal executive officer and principal financial officer are filed as exhibits to this Amendment.

Except as described above, this Amendment does not reflect events occurring after the filing of the Original Form 10-Q and no revisions are being made pursuant to this Amendment to the Companys financial statements or any other disclosure contained in the Original Form 10-Q.
Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q.



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|Item 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                   
|               | 
|10.1*          |  | Amendment to University of Bristol License Agreement, dated January 22, 2018, by and between Achieve Life Science, Inc., and the University of Bristol                                        
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               | 
|32.1#          |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002                                            
|               | 
|32.2#          |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002                                            
|               | 
|101.INS       |  | XBRL Instance Document                                                                                                                                                                        
|               | 
|101.SCH       |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                       
|               | 
|101.CAL       |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                         
|               | 
|101.DEF       |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                          
|               | 
|101.LAB       |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                               
|               | 
|101.PRE       |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                        



|* | Portions of this exhibit have been omitted based on an application for confidential treatment submitted to the SEC. The omitted portions of this exhibit have been filed separately with the SEC.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Previously furnished with the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, as filed on May 9, 2018.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | Previously filed with the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, as filed on May 9, 2018.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                   |  |  |  |                             |  |                                                                              
|------------------ |  |  |  | --------------------------- |  | -----------------------------------------------------------------------------
|                   |  |  |  | ACHIEVE LIFE SCIENCES, INC.
|                   |  |  | 
|Date: May 23, 2018 |  |  |  | By:                         |  | /s/ Richard Stewart                                                          
|                   |  |  |  |                             |  | Richard Stewart                                                              
|                   |  |  |  |                             |  | Chairman and Chief Executive Officer                                         
|                   |  |  | 
|Date: May 23, 2018 |  |  |  | By:                         |  | /s/ John Bencich                                                             
|                   |  |  |  |                             |  | John Bencich                                                                 
|                   |  |  |  |                             |  | Executive Vice President, Chief Financial Officer and Chief Operating Officer



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