ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2019

Jun 7, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2019-05-30

Reporting Person: ARMISTICE CAPITAL, LLC (10% Owner)
Reporting Person: Armistice Capital Master Fund Ltd. (10% Owner)
Reporting Person: Boyd Steven (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	1095926	Direct
Common Stock, par value $0.001 per share	1095926	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant	$4.50	2025-05-30	Common Stock (1200000)		Direct
Warrant	$4.50	2025-05-30	Common Stock (1200000)		Indirect

Footnotes

F1: The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund").

F2: The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Stock following such exercise.