Sec Form 4 Filing - Stewart Richard Alistair @ ACHIEVE LIFE SCIENCES, INC. - 2024-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stewart Richard Alistair 2. Issuer Name and Ticker or Trading Symbol ACHIEVE LIFE SCIENCES, INC. [ ACHV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 22722 29TH DR SE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2024 (Street) BOTHELL, WA98021 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/04/2024 P 10,000 ( 1 ) A $ 4.585 38,501 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (right to buy) $ 4.906 03/04/2024 P 10,000 03/04/2024 ( 1 ) Common Stock 10,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stewart Richard Alistair 22722 29TH DR SE SUITE 100 BOTHELL, WA98021 X Executive Chairman Signatures Sandra Thomson as attorney-in-fact for Richard Stewart 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common shares reported on this Form 4 were purchased in a registered direct offering (the "RDO") at a price of $4.585, for an aggregate purchase price of $45,850 pursuant to a Securities Purchase Agreement (the "SPA") dated February 28, 2024. The SPA also provides for a concurrent private placement of warrants to purchase common shares (the "Private Placement Warrants") . The Private Placement Warrants are exercisable immediately upon issuance until the earlier of (x) three and one-half years after the date of issuance, and (y) 30 days following the Issuer's public disclosure of the acceptance of an NDA for cytisinicline by the FDA in a Day 74 Letter or equivalent correspondence.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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