Amended Quarterly Report (10-q/a)
May 23 2018 - 8:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED March 31, 2018
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM
TO
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Commission file number
033-80623
Achieve Life Sciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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95-4343413
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1001 W. Broadway, Suite 400, Vancouver, British Columbia, V6H 4B1
(Address of Principal Executive Offices)
(604)
736-3678
(Registrants 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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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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 issuers classes of common stock, as of the latest practicable date.
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Class
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Outstanding at May 9, 2018
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Common Stock, $0.001 par value
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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 Companys 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 Companys 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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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.
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#
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Previously furnished with the Companys Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2018, as filed on May 9, 2018.
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Previously filed with the Companys 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.
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ACHIEVE LIFE SCIENCES, INC.
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Date: May 23, 2018
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By:
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/s/ Richard Stewart
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Richard Stewart
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Chairman and Chief Executive Officer
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Date: May 23, 2018
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By:
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/s/ John Bencich
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John Bencich
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Executive Vice President, Chief Financial Officer and Chief Operating Officer
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