0000950170-25-091055 Sample Contracts
WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTS ACHIEVE LIFE SCIENCES, INC.Warrant Agreement • June 27th, 2025 • Achieve Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 30, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 30, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock or Pre-Funded Warrants (as defined below) to purchase the same number of Warrant Shares (as subject to adjustment as provided herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) and the purchase price of one Pre-Funded Warrant shall be equal to the Exercise Price minus the Pre-Funded Warrant Exercise Price (
15,000,000 SHARES OF COMMON STOCK AND 15,000,000 COMMON WARRANTS OF ACHIEVE LIFE SCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2025 • Achieve Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned, Achieve Life Sciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Achieve Life Sciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Citizens JMP Securities, LLC and Raymond James & Associates, Inc., are acting as representatives of the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.