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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2022

 

ACHIEVE LIFE SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

 

033-80623

 

95-4343413

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

1040 West Georgia, Suite 1030

Vancouver, BC, Canada

 

V6E 4H1

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (604) 210-2217

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001 per share

ACHV

The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  

 

 

 

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 31, 2022.  The following is a brief description of each matter voted upon and the certified voting results.

(1)Election of eight directors to serve until the Company’s next annual meeting or until the directors’ successors are duly elected and qualified:

 

 

For

 

 

Withhold

 

 

Broker
Non-Votes

 

John Bencich

 

 

2,226,016

 

 

 

53,093

 

 

 

4,403,156

 

Vaughn Himes

 

 

2,224,596

 

 

 

54,513

 

 

 

4,403,156

 

Cindy Jacobs

 

 

2,209,701

 

 

 

69,408

 

 

 

4,403,156

 

Donald Joseph

 

 

2,163,219

 

 

 

115,890

 

 

 

4,403,156

 

Bridget Martell

 

 

2,225,737

 

 

 

53,372

 

 

 

4,403,156

 

Martin Mattingly

 

 

2,223,570

 

 

 

55,539

 

 

 

4,403,156

 

Jay Moyes

 

 

2,199,427

 

 

 

79,682

 

 

 

4,403,156

 

Richard Stewart

 

 

2,084,415

 

 

 

194,694

 

 

 

4,403,156

 

Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company’s board of directors.

(2)Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

 

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-votes

 

6,661,313

 

 

 

 

18,435

 

 

2,517

 

 

 

 

 

Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

 

________________________

 


 


 

SIGNATURES

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

 

ACHIEVE LIFE SCIENCES, INC.

 

Date: May 31, 2022

 

/s/ John Bencich

 

John Bencich

Chief Executive Officer (Principal Executive and Financial Officer)