DEF 14A of Achieve Life Sciences, Inc., Jun 8, 2026

DEF 14A of Achieve Life Sciences, Inc.

Filed Jun 8, 2026 · FY20250000949858-26-000006

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. General

    General Directors are elected at each annual stockholders meeting to hold office until the next annual meeting or until their successors are elected and have qualified. Currently, there are thirteen members of the Board of Directors. Stuart Duty, Bridget Martell and Kristen Slaoui will not be standing for re-election at the annual stockholders meeting, and Thomas B. King resigned as a director and as Chairman of the Board, effective June 8, 2026, and also will not stand for re-election. Pursuant to our bylaws, the Board of Directors has determined to not seek nominees to replace these Directors and to instead reduce the authorized number of Directors. Therefore, effective as of the annual stockholders meeting and following the resignations of Stuart Duty, Bridget Martell and Kristen Slaoui, our Board of Directors will consist of nine members and the size of the Board of Directors will be reduced accordingly. The following table sets forth information with respect to the directors nominated for election at the annual stockholders meeting. The ages of such persons are shown as of May 15, 2026.

  3. General

    | Name | Age | Position | Director Since | | Jeffrey Farrow | 64 | Director, Chairperson of the Audit Committee and Member of the Nominating and Governance Committee | 2026 | | Andrew D. Goldberg | 44 | Director, Chief Executive Officer and President | 2026 | | Lucian Iancovici | 44 | Director, Chairman of the Board and Member of the Compensation Committee* | 2026 | | Chris Martin | 50 | Director, Chairperson of the Commercial Committee and Member of the Compensation Committee | 2026 | | Nancy R. Phelan | 57 | Director and Member of the Audit Committee and the Commercial Committee | 2025 | | Aaron Royston | 41 | Director and Member of the Nominating and Governance Committee | 2026 | | Thomas Sellig | 59 | Director, Chairperson of the Nominating and Governance Committee and Member of the Audit Committee | 2023 | | Richard Stewart | 67 | Director | 2017 | | Reid Waldman | 32 | Director, Chairperson of the Compensation Committee and Member of the Commercial Committee | 2026 |

  4. General

    * Dr. Iancovici’s appointment as Chairman of the Board will be effective on June 8, 2026. The Board of Directors held a total of eleven meetings during fiscal year 2025. During fiscal year 2025, each of our directors then in office attended at least 75% of the aggregate of: (i) the total number of meetings of the Board of Directors held during the period he or she was a director; and (ii) the total number of meetings held by all committees on which the director served during the period he or she was a member. Although we do not have a formal policy regarding attendance by directors at annual meetings of stockholders, we encourage directors to attend and, historically, most have done so. All of our directors then in office were in attendance at the 2025 annual meeting. Pursuant to our Corporate Governance Guidelines, the Board of Directors is required to hold at least four regularly scheduled meetings each year. At least one of these meetings must include budgeting and long-term strategic planning. Each director is expected to attend no fewer than 75% of the total of all meetings of the Board of Directors and meetings of the committees on which he or she serves. Set forth below are the names of, and information concerning, our continuing directors. Jeffrey Farrow has served as the Chief Financial Officer and Chief Strategy Officer of Tarsus Pharmaceutical, Inc., a commercial-stage biopharmaceutical company, since April 2023. Mr. Farrow also serves as a board member of Clover Biotherapeutics, a position he has held since September 2021. Mr. Farrow previously served as Chief Financial Officer of Global Blood Therapeutics, Inc., a biopharmaceutical company, from April 2016 until December 2022 when it was acquired by Pfizer. Prior to that, Mr. Farrow served as Chief Financial Officer of ZS Pharma, Inc., a biopharmaceutical company, which was acquired by AstraZeneca in December 2015. Prior to ZS Pharma, he served as the Chief Financial Officer at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, from January 2010 until its acquisition by Horizon Therapeutics in May 2015. He previously served as vice president of finance at Evotec AG, a drug discovery and development company. Prior to Evotec, Mr. Farrow served as vice president of finance and Chief Accounting Officer at Renovis, Inc., a drug discovery and development company, which was acquired by Evotec AG. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in corporate finance from California State University at Fullerton and is a certified public accountant (inactive). The determination was made that Mr. Farrow should serve on our Board of Directors due to his extensive experience in life sciences and biopharmaceutical companies. Andrew D. Goldberg, M.D. has served as our Chief Executive Officer and President since April 2026. Previously, Dr. Goldberg served as a portfolio manager at Marshall Wace North America L.P., an alternative asset manager, from February 2024 to April 2026 and served as Managing Director from March 2021 until February 2024. Dr. Goldberg has served as a member of the Board of Tarsus Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since August 2020 and Inquis Medical, Inc., a privately-held medical device company, since February 2024. Prior to Dr. Goldberg's role at Marshall Wace, Dr. Goldberg served as a principal and subsequently partner at Vivo Capital, a global healthcare investment firm that focuses exclusively on the life sciences industry, from February 2016 to March 2021. Prior to this, Dr. Goldberg was a consultant at McKinsey & Company, where he advised pharmaceutical, medical device, and biotechnology companies across a range of strategy, M&A, sales, marketing, and product development topics. Dr. Goldberg has also served as a board director or observer at numerous life sciences companies, including Veradermics Inc., Arcutis Biotherapeutics, Inc., Harmony Biosciences, Elektrofi, Parse Biosciences, and Forge Biologics. Dr. Goldberg is a U.S. board-certified physician in both Critical Care Medicine and Emergency Medicine. He has served as an Instructor in Medicine at the Mayo Clinic College of Medicine in Rochester, MN, where he also completed a fellowship in Critical Care Medicine and served as an Attending Physician in the Department of Emergency Medicine. He completed Emergency Medicine residency training at Los Angeles County and University of Southern California Medical Center. Dr. Goldberg received his M.D. from The George Washington University School of Medicine in Washington, DC, and a post-doctoral diploma in translational science from the Mayo Graduate School. He has held prior academic and clinical appointments at Oregon Health & Science University and the Palo Alto VA Medical Center. The determination was made that Dr. Goldberg should serve on our Board of Directors due to his extensive experience in life sciences strategy and product development, his governance experience across many life sciences company boards, his experience investing in pharmaceutical companies, and his background as a dual-board-certified physician, academic researcher, and public health advocate. Lucian Iancovici, M.D. is a Partner of TPG, a global alternative asset manager, where he has worked since January 2018. From September 2012 to October 2017, Dr. Iancovici served as the head of the Qualcomm Life Fund, a venture fund focused on investing in digital health technologies, from January 2015 to October 2017, he was general partner at dRx Capital, a joint venture investment company launched by Novartis and Qualcomm, and from 2011 to 2012 he was an associate at McKinsey & Company. Dr. Iancovici currently serves on the board of directors of Sionna Therapeutics, Inc. since December 2019 and Rallybio Corporation since May 2020 and serves on the boards of the following private companies: K2 Medical Research, Ceribell, Inc., Ellodi Pharmaceuticals, AnovoRx Holdings, Inc. and Sling Therapeutics Inc. Dr. Iancovici is a board-certified internal medicine doctor who trained at Columbia University Medical Center in New York prior to joining McKinsey & Company. He received his B.A. in economics and an M.D., both from Tufts University. The determination was made that Dr. Iancovici should serve on our Board of Directors due to his extensive experience in the venture capital industry, and given that his medical and scientific background and training provide him with the appropriate set of skills to serve as a member of our Board of Directors. Chris Martin served as Chief Commercial Officer from January 2024 to October 2025 for Verona Pharma, a biopharmaceutical company, which was acquired by Merck & Co. in October 2025. Mr. Martin previously served in other management positions at Verona, including Senior Vice President of Commercial from January 2022 to December 2023 and Vice President of Commercial from June 2020 to December 2022. Prior to Verona, he served as Executive Director of Marketing at SK Life Science, which develops novel therapeutics for central nervous system conditions, from March 2018 to June 2020. Until its acquisition by Melinta Therapeutics, Mr. Martin was Head of Marketing at Cempra. Prior to Cempra, he worked at Salix Pharmaceuticals for 10 years in roles of increasing responsibility. Mr. Martin has also served as a member of the board of directors of Oruka Therapeutics since December 2025 and Edgewise Therapeutics, Inc. since November 2025. Mr. Martin received a Bachelor of Science in Financial Management from Clemson University. The determination was made that Mr. Martin should serve on our Board of Directors due to his experience as a leader in building commercial organizations and commercializing biopharmaceutical products.

  5. General

    Nancy R. Phelan serves as the Senior Vice President of Marketing and Analytics for Phathom Pharmaceuticals, Inc. She previously served as Senior Vice President & Head of Customer Engagement at Trinity Life Sciences, a life sciences consultancy. She also serves as a member of the board of directors of Medexus Pharmaceuticals, a specialty pharmaceutical company, since September 2023. She also served as a board member of FemmePharma Consumer Healthcare, a pharmaceutical company, from 2018 to 2025. From May 2022 to May 2024, Ms. Phelan served as Senior Vice President of Indegene, a technology-led healthcare solutions provider. Prior to that, she held roles of increasing responsibility with Novartis AG, a multinational pharmaceutical company, including as Vice President, Business Transformation, Patient Engagement and Integrated Marketing Team Lead from April 2021 to May 2022 and Vice President, Patient and Specialty Services, Neuroscience from June 2002 to April 2021. She served as Chief Executive Officer and Secretary of Adhera Therapeutics, Inc., a clinical stage biopharmaceutical company, from April 2019 to June 2020 and as a director from October 2018 to June 2020. Ms. Phelan received a B.A. with Honors from Franklin & Marshall College and completed coursework towards an M.B.A. from Villanova University. She also received certificates from Wharton Executive Education and the Harvard School of Public Health. The determination was made that Ms. Phelan should serve on our Board of Directors due to her executive leadership in biopharma and expertise in data-driven insights, digital innovation and digital-first marketing. Aaron Royston, M.D. has served as managing partner at venBio Partners, a life sciences investment firm, since April 2020 and has been with venBio Partners since 2015. Prior to joining venBio Partners, Dr. Royston served as a Senior Associate at Vivo Capital, a global life sciences investment firm from July 2014 to November 2015. Previously, Dr. Royston served as a consultant at Bain & Company, Inc. from July 2013 to July 2014 where he advised biotechnology companies on a broad range of strategic and operational issues. Earlier in his career, Dr. Royston coordinated clinical research at Mount Sinai Medical Center, where his research has been published and presented in multiple medical journals and conferences. Dr. Royston previously served on the boards of directors of Rayze Bio, from August 2020 until November 2023, Ventyx Biosciences, Inc., a publicly traded biotechnology company, from March 2021 until January 2023, Akero Therapeutics, Inc., a publicly traded biotechnology company, from June 2018 until August 2019, and VYNE Therapeutics Inc. (formerly Menlo Therapeutics Inc.), a publicly traded biotechnology company, from June 2017 until August 2019. Dr. Royston currently serves on the board of directors of several private companies. Dr. Royston received a B.S. in biological sciences from Duke University, and an M.D. and M.B.A. from the University of Pennsylvania. The determination was made that Dr. Royston should serve on our Board of Directors due to his clinical and biotechnology industry experience and his service on the boards of directors of other biopharmaceutical companies. Thomas Sellig has served as the Chief Executive Officer of Adare Pharmaceuticals, Inc., a global technology-driven Contract Development and Manufacturing Organization since January 2022. From July 2019 to October 2021, Mr. Sellig served as Chief Executive Officer of LabConnect, Inc., a clinical trial laboratory services organization. Prior to LabConnect, Inc., Mr. Sellig was Chief Commercial Officer at PSKW, LLC (doing business as ConnectiveRx), a biopharmaceutical services company, from September 2018 to July 2019. From November 2014 to August 2017, Mr. Sellig was Senior Vice President of Global Sales at Patheon N.V., and continued to serve as Senior Vice President of Global Sales at Thermo Fisher Scientific Inc., a life, science and clinical research company, following its acquisition of Patheon N.V. in August 2017. Previously, he served as the Global Vice President of Sales and Client Services from 2011 to 2014, and as the Vice President of Strategic Partnering/Alliance Management from 2007 to 2011 at Covance, the drug development business of Laboratory Corporation of America Holdings, a contract research organization. Early in his career, Mr. Sellig had a variety of sales and marketing leadership roles at Procter & Gamble Company, a multinational consumer goods company, Wyeth, LLC (formerly American Home Products), a pharmaceutical company, and Ascent Pediatrics, Inc., a drug development company. Mr. Sellig received his B.A. in Economics from Vanderbilt University and an M.B.A. from New York University. The determination was made that Mr. Sellig should serve on our Board of Directors due to his extensive global experience in the life sciences and pharmaceutical services industries. Richard Stewart served as our Chief Executive Officer from August 2024 to April 2026, and served as our Executive Chairman from September 2020 to August 2024. Previously, Mr. Stewart served as Chief Executive Officer from the consummation of the merger between OncoGenex Pharmaceuticals, Inc. and Achieve in August 2017 to September 2020. Previously, Mr. Stewart was Chairman and a director of Achieve, from its founding in May 2015 to August 2017. Mr. Stewart is also a founder and has served as a director of Ricanto Limited, a pharmaceutical asset optimization company, since 2009. Mr. Stewart has been Chairman and Chief Executive Officer of Renown Pharma Limited, a central nervous system company focused on Parkinson’s disease, since 2016. Prior to Achieve, Mr. Stewart was Chairman and Chief Executive Officer of Huxley Pharmaceuticals, Inc., a single purpose central nervous system company, during 2009, prior to Huxley Pharmaceuticals, Inc.’s acquisition by BioMarin Pharmaceutical Inc., a biotechnology company. Mr. Stewart was Chief Executive Officer of Brabant Pharma Limited, a single purpose central nervous system company, from 2013 to 2014 prior to its acquisition by Zogenix Inc., a biopharmaceutical company. He was a co-founder and Chief Executive Officer of Amarin Corporation plc, a central nervous system company focused on Parkinson’s disease and Huntington’s disease, from 2000 to 2007. Mr. Stewart was a co-founder and Chief Financial Officer, and later Chief Business Officer, of SkyePharma plc, a drug delivery company specializing in controlled release formulations, and held such position from 1995 until 1998. Mr. Stewart holds a B.S. in Business Administration from the University of Bath. The determination was made that Mr. Stewart should serve on our Board of Directors due to his prior service on other boards of directors, and extensive experience and innovations in the field of biotechnology. In addition, Mr. Stewart’s accomplishments provide our Board of Directors with in-depth product and field knowledge. Reid Waldman, M.D. has served as Chief Executive Officer of Veradermics, Incorporated since 2019. Dr. Waldman is a board-certified dermatologist with more than 10 years of clinical experience. Prior to founding Veradermics, Dr. Waldman was a researcher authoring more than 100 publications. He earned his B.A. and his M.D. degrees from the University of Missouri-Kansas City 6 Year B.A./M.D. Program and completed his dermatology residency with a “Distinction in Clinical Trials” at the University of Connecticut. The determination was made that Dr. Waldman should serve on our Board of Directors due to his clinical and biopharmaceutical industry experience and his corporate strategy experience.

  6. Director Independence

    Director Independence Our Board of Directors has determined that Mr. Farrow, Dr. Iancovici, Mr. Martin, Ms. Phelan, Dr. Royston, Mr. Sellig and Dr. Waldman are “independent” under the applicable Securities and Exchange Commission, or the SEC, rules and the criteria established by The Nasdaq Stock Market LLC, or Nasdaq.

  7. Relationships Among Directors, Executive Officers and Director Nominees

    Relationships Among Directors, Executive Officers and Director Nominees There are no family relationships among any of our directors, executive officers or director nominees. In connection with a private placement and the securities purchase agreement entered into in connection therewith in April 2026, for so long as TPG Life Sciences Innovations (“TPG”), venBio Partners (“venBio”) and Frazier Life Sciences (“Frazier”) each beneficially own five percent or more of the outstanding shares of our common stock, we have agreed to take all necessary action to cause directors designated by TPG, venBio and Frazier, respectively, to be included in the slate of nominees recommended by our Board of Directors for election as directors at our 2026 annual meeting of stockholders and 2027 annual meeting of stockholders or applicable special meeting in lieu thereof at which such director is to be elected. On April 15, 2026, our Board of Directors appointed each of Lucian Iancovici and Aaron Royston, as designated by TPG and venBio, respectively, to serve as a director, effective April 17, 2026. On May 11, 2026, our Board of Directors appointed Chris Martin, as designated by Frazier, to serve as a director, effective immediately.

  8. Timing of Equity Grants

    Timing of Equity Grants We do not time equity grants to take advantage of a depressed stock price or an anticipated increase in stock price and generally grant awards in January and ensure that awards cannot be timed to take advantage of material non-public information. New hire stock awards to employees, including executive officers, are generally granted at the next Board of Directors’ meeting following their start date, and initial awards to non-employee directors are granted on the date of the non-employee director’s initial appointment or election to our Board of Directors.

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  10. Director Compensation Overview

    Director Compensation Overview The charter of the Compensation Committee provides that the Compensation Committee is to recommend to the Board of Directors matters related to director compensation. The director compensation package for non-employee directors consists of annual cash compensation and stock options exercisable to purchase shares of our common stock. None of our employees who also serve as directors are entitled to receive compensation for service as a director. Therefore, Richard Stewart did not receive compensation for his service as a director and during his employment as Chief Executive Officer. During 2025, Dr. Jacobs served as our Chief Medical Officer and President until her resignation effective October 6, 2025, and Dr. Jacobs did not receive compensation for her service as a director during her employment. Our director compensation policy for fiscal year 2025 is set forth below under the heading “Director Compensation Policy – 2025 Director Compensation.”

  11. Director Compensation Policy

    Director Compensation Policy

  12. 2025 Director Compensation

    2025 Director Compensation As part of its evaluation of compensation levels for the 2025 fiscal year, the Compensation Committee recommended, and the Board of Directors approved, the retention of Aon to review compensation levels of our independent directors and committee members. Aon was instructed to benchmark and make recommendations regarding the annual retainer amounts for directors and chairpersons of the Board of Directors and the various committees, as well as the amounts and terms of initial and annual long-term equity incentive awards for directors. On recommendation by Aon in 2024, the equity compensation and cash compensation for non-employee directors in connection with their service on the Board of Directors in 2025 is as follows: An annual retainer of $60,000 to be paid to the Lead Independent Director and $40,000 to be paid to all other non-employee directors. These retainers were paid in quarterly installments, with the Lead Independent Director retainer paid to Mr. King between August 2024 to June 2025 when he served as Interim Executive Chairman. Each quarterly payment was conditioned on the director remaining a director on the date of actual payment, which was typically within 10 days following the completion of the respective calendar quarter. Retainers are pro-rated for the portion of the year during which a director was on the Board of Directors. These annual retainers have remained the same since 2017. Additional annual cash compensation for the chairpersons and members of each committee as set forth in the following table, are the same as the previous year, and are paid on the same schedule and terms as the non-employee director compensation described above:

  13. 2025 Director Compensation

    | | Chairperson | Other Members | | Audit Committee | $15,000 | $7,500 | | Compensation Committee | $10,000 | $5,000 | | Nominating and Governance Committee | $7,500 | $3,500 |

  14. 2025 Director Compensation

    • Any new director would have received a one-time initial grant of a stock option to acquire 47,250 shares of our common stock upon becoming a director, which would vest monthly over three years from the date of grant, subject to continued service as a director. • In June 2025, each director then seated received a grant of a stock option to acquire 31,500 shares of our common stock, with full vesting on the earlier of June 6, 2026 or the date immediately prior to our 2026 annual meeting of stockholders, subject to the grantee’s continued service as a director. Director Compensation Paid for 2025 The following table summarizes all compensation earned or awarded to non-employee directors who served during 2025 as compensation for board service during the 2025 fiscal year. Mr. King became a non-employee director and independent Chairman of the Board in June 2025 following his time as Interim Executive Chairman.

  15. 2025 Director Compensation

    | | Fees Earned or Paid in Cash | Option Awards | All other compensation | Total | | Name | ($) | ($)(1)(2) | ($) | ($) | | Stuart Duty(3) | 58,500 | 81,930 | — | 140,430 | | Thomas B. King(4) | 34,286 | 81,930 | — | 116,216 | | Vaughn Himes(5) | — | — | — | — | | Bridget Martell(3) | 53,750 | 81,930 | — | 135,680 | | Thomas Sellig | 57,500 | 81,930 | — | 139,430 | | Nancy Phelan | 50,417 | 190,845 | — | 241,262 | | Kristen Slaoui(3)(6) | 47,083 | 190,845 | 13,750 | 251,678 |

  16. 2025 Director Compensation

    (1) The dollar amounts reflect the aggregate grant date fair value of equity awards granted within the fiscal year in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for stock-based compensation. These amounts do not correspond to the actual cash value that will be recognized by the directors when received. Assumptions used in the calculation of the amounts in this column are included in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, the following directors had the following numbers of options outstanding: • Stuart Duty: options to purchase 110,250 shares of our common stock, of which 74,813 were vested as of December 31, 2025. • Thomas B. King: options to purchase 110,250 shares of our common stock, of which 74,813 were vested as of December 31, 2025. • Bridget Martell: options to purchase 104,550 shares of our common stock, of which 73,050 were vested as of December 31, 2025. • Thomas Sellig: options to purchase 110,250 shares of our common stock, of which 74,813 were vested as of December 31, 2025. • Nancy R. Phelan: options to purchase 78,750 shares of our common stock, of which 14,438 were vested as of December 31, 2025. • Kristen Slaoui: options to purchase 78,750 shares of our common stock, of which 14,438 were vested as of December 31, 2025. Options to purchase an aggregate of 189,000 shares of our common stock were granted on June 6, 2025 to each of Messrs. Duty, King, and Sellig, Drs. Martell and Slaoui, and Ms. Phelan under our 2018 Equity Incentive Plan. The shares subject to these options will vest in full on the earlier of June 6, 2026, or the date immediately prior to our 2026 annual meeting of stockholders, subject to the grantee’s continued service as a director. Options to purchase an aggregate of 94,500 shares of our common stock were granted on January 13, 2025 to each of Ms. Phelan and Dr. Slaoui under our 2018 Equity Incentive Plan. The shares subject to these options will vest monthly over 36 months commencing January 6, 2025, for so long as the grantee continues to provide services to the Company. Each of Mr. Duty and Drs. Martell and Slaoui is not standing for re-election at the annual stockholders meeting. Mr. King received compensation as a director commencing June 2025 following his employment as Interim Executive Chairman. Mr. King is not standing for re-election at the annual stockholders meeting. (5) Dr. Himes resigned as a member of the Board of Directors in January 2025. (6) Dr. Slaoui received compensation pursuant to a consulting agreement entered into with us in 2025. The Board of Directors recommends that stockholders vote “FOR all” nominees FOR THE BOARD OF DIRECTORS.

  17. APPROVAL OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK

    APPROVAL OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK We are asking our stockholders to approve an amendment to our third amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares. We currently have a total of 155,000,000 shares of capital stock authorized under our third amended and restated certificate of incorporation, consisting of 150,000,000 shares of common stock and 5,000,000 shares of preferred stock. The number of shares of authorized preferred stock would remain unchanged. We are seeking stockholder approval to increase our authorized common stock so that we will have shares of our common stock available to provide appropriate flexibility to issue shares of our common stock for future corporate needs. Our Board of Directors believes the increase provides flexibility to enable us to issue the warrant shares that are issuable upon exercise of common warrants and pre-funded warrants issued pursuant to the securities purchase agreement that we entered into with certain institutional and accredited investors. For more information on the private placement, see "Certain Relationships and Related Transactions, and Director Independence—Sales of Securities—April 2026 Private Placement" above. Our Board of Directors also believes the increase provides flexibility to support financing, equity compensation and potential strategic transactions without the expense and delay of special meetings. Other than the issuance of shares upon exercise of outstanding common warrants and pre-funded warrants as described herein, our Board of Directors has no current plans, arrangements, commitments or understandings for the issuance or use of the proposed additional authorized shares. The proposal to increase authorized shares is not being proposed in response to any effort to acquire control of the Company and is not part of any plan by our Board of Directors to adopt a series of amendments to our organizational documents that would have an anti-takeover effect. As of May 15, 2026, we had no shares authorized, unissued, unreserved and available for issuance. As of May 15, 2026, we had 102,659,057 shares of common stock, $0.001 par value, outstanding, leaving 47,340,943 shares of common stock available for issuance, of which 103,088,765 were reserved for other issuances as follows: • pursuant to our 2010 Performance Incentive Plan, 20 common shares for issuance upon exercise of stock options, currently outstanding, by employees and officers of ours • pursuant to our 2017 Equity Incentive Plan, 10,536 common shares for issuance upon exercise of stock options, currently outstanding, by employees and officers of ours; • pursuant to our 2018 Equity Incentive Plan, 5,563,848 common shares for issuance upon exercise of stock options and settlement of performance-based restricted stock units, or PSUs, by employees, directors, officers and consultants of ours, of which 3,912,955 were reserved for options currently outstanding, 1,084,330 were reserved for PSUs currently outstanding and 566,563 were reserved for future issuances; • pursuant to our 2023 Non-Employee Director Equity Incentive Plan, 300,000 common shares for issuance upon exercise of stock options by directors, of which 227,250 were reserved for options currently outstanding and 72,750 reserved for future issuances; • pursuant to our 2024 Equity Inducement Plan, 23,191,163 common shares for issuance upon exercise of stock options and settlement of PSUs by employees and officers of ours, of which 5,318,929 were reserved for options currently outstanding, 13,507,234 were reserved for PSUs and RSUs currently outstanding and 4,365,000 reserved for future issuances; • 125,000 common shares for issuance upon exercise of stock options granted in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to new employees to enter into employment agreements with us; • pursuant to our 2017 Employee Stock Purchase Plan, 1,386,816 common shares reserved for future issuance; • 142,857 shares of common stock subject to warrants outstanding from our August 2020 financing; • 4,093,141 shares of common stock subject to warrants outstanding from our November 2022 financing; • 16,298,166 shares of common stock subject to warrants outstanding from our June 2025 financing; • 49,518,569 shares of common stock subject to warrants outstanding from our April 2026 financing; and • pursuant to our contingent convertible debt agreement, and subject to certain terms and conditions, 2,458,649 common shares for issuance upon conversion of part or all of the outstanding aggregate original principal amount of indebtedness and any accrued and unpaid interest. We have no shares of preferred stock outstanding. The form of the proposed amendment to our certificate of incorporation to effect the increase in the number of our authorized shares of common stock is attached as Appendix A to this proxy statement. If the amendment is approved by the requisite vote of the stockholders, we will file an amended and restated certificate of incorporation with the Delaware Secretary of State as soon as reasonably practicable after the Annual Meeting. The amendment shall become effective upon filing with the Delaware Secretary of State.

  18. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for each of the fiscal years ended December 31, 2025 and 2024. The components of the compensation reported in the Summary Compensation Table are described below.

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Richard Stewart, | 2025 | 615,000 | 522,900 | — | 230,625 | — | 1,368,525 | | Former Chief Executive Officer | 2024 | 509,879 | 637,000 | 206,420 | 382,253 | — | 1,735,552 | | Erik Atkisson | 2025 | 130,255(4) | 853,148 | — | — | — | 983,403 | | Chief Legal Officer(4) | — | — | — | — | — | — | — | | Jaime Xinos, | 2025 | 450,000 | 311,000 | 48,601 | 135,000 | — | 944,601 | | Former Chief Commercial Officer | 2024 | 414,166 | 222,950 | 170,854 | 248,500 | — | 1,056,470 |

  20. Summary Compensation Table

    (1) The dollar amounts in this column reflect the aggregate grant date fair value of performance-based restricted stock units, or PSUs, granted during the fiscal year in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for stock-based compensation, based upon the probable outcome of the performance conditions as of the grant date. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual cash value that will be recognized by each of the NEOs when received. (2) The dollar amounts in this column reflect the aggregate grant date fair value of shares of common stock subject to stock options granted during the fiscal year in accordance with FASB ASC Topic 718 for stock-based compensation. These amounts do not correspond to the actual cash value that will be recognized by each of the NEOs when received. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see Note 10 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) The dollar amounts in this column reflect the aggregate non-equity incentive plan compensation earned by each NEO in 2025 and paid in early 2026. For more information, see “—2025 Bonuses” below. (4) Mr. Atkisson's employment commenced in October 2025. The dollar amount in this column reflects his 2025 pro-rated salary.

  21. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the outstanding equity awards held by the NEOs as of December 31, 2025.

  22. Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | Number of Shares or Units or Other Rights that Have Not Vested(#) | Market Value of Shares or Units or Other Rights that Have Not Vested ($) | | Richard Stewart, | 2,600 | — | 67.40 | 07/26/28(1) | — | — | — | — | | Former Chief Executive | 5,050 | — | 51.20 | 09/20/28(2) | — | — | — | — | | Officer | 3,750 | — | 28.40 | 01/29/29(3) | — | — | — | — | | | 1,250 | — | 28.40 | 01/29/29(4) | — | — | — | — | | | 22,500 | — | 11.20 | 01/28/30(5) | — | — | — | — | | | 15,000 | — | 10.36 | 11/16/30(6) | — | — | — | — | | | 50,000 | — | 13.09 | 01/26/31(7) | — | — | — | — | | | 45,000 | — | 8.26 | 01/03/32(8) | — | — | — | — | | | 72,917 | 2,083 | 4.90 | 01/25/33(9) | — | — | — | — | | | 38,333 | 21,667 | 4.55 | 01/22/34(10) | — | — | — | — | | | — | — | — | — | 75,000(11) | 372,750 | — | — | | Erik Atkisson, | — | 250,000 | 4.78 | 12/04/35(12) | — | — | — | — | | Chief Legal Officer | | | | | | | | | | Jaime Xinos, | 1,370 | — | 578.00 | 08/01/27(13) | | | | | | Former Chief Commercial | 1,000 | — | 67.40 | 07/26/28(1) | — | — | — | — | | Officer | 1,850 | — | 51.20 | 09/20/28(2) | — | — | — | — | | | 1,500 | — | 28.40 | 01/29/29(3) | — | — | — | — | | | 500 | — | 28.40 | 01/29/29(4) | — | — | — | — | | | 10,000 | — | 11.20 | 01/28/30(5) | — | — | — | — | | | 12,000 | — | 10.36 | 11/16/30(6) | — | — | — | — | | | 25,000 | — | 13.09 | 01/26/31(7) | — | — | — | — | | | 22,500 | — | 8.26 | 01/03/32(8) | — | — | — | — | | | 31,597 | 903 | 4.90 | 01/25/33(9) | — | — | — | — | | | 13,417 | 7,583 | 4.55 | 01/22/34(10) | — | — | — | — | | | 7,500 | 22,500 | 4.52 | 12/06/34(14) | — | — | — | — | | | 5,000 | 15,000 | 3.32 | 01/13/35(15) | — | — | — | — | | | — | — | — | — | 32,500(11) | 161,525 | — | — | | | — | — | — | — | 80,000(16) | 397,600 | — | — |

  23. Outstanding Equity Awards at Fiscal Year-End

    (1) These stock options were granted under the 2017 Equity Incentive Plan and were fully vested on July 26, 2022. (2) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on September 20, 2022. (3) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on January 29, 2023. (4) These stock options were granted under the 2018 Equity Incentive Plan and vested on June 12, 2021. (5) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on January 28, 2024. (6) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on June 30, 2023. (7) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on January 26, 2025. (8) These stock options were granted under the 2018 Equity Incentive Plan and were fully vested on January 3, 2025. (9) These stock options were granted under the 2018 Equity Incentive Plan and vested as to one-third on January 25, 2024 and then vest monthly over a 24-month period. (10) These stock options were granted under the 2018 Equity Incentive Plan and vested as to one-third on January 22, 2025 and then vest monthly over a 24-month period. (11) These PSUs were granted under the 2018 Equity Incentive Plan and vest as to 50% upon the filing of a NDA for cytisinicline with the FDA, within the applicable performance period specified in the award agreements, and 50% upon FDA acceptance of the NDA within 60 days of submission; or 100% upon either marketing approval of cytisinicline by the FDA or an acquisition of us occurring within the applicable performance period specified in the award agreements. (12) These stock options were granted under the 2024 Equity Inducement Plan and vest as to one-fourth on October 20, 2026 and then vest monthly over a 36-month period. These stock options were granted under the 2017 Equity Incentive Plan and were fully vested on August 15, 2021. These stock options were granted under the 2018 Equity Incentive Plan and vest as to one-fourth on December 6, 2025 and then vest monthly over a 36-month period. These stock options were granted under the 2018 Equity Incentive Plan and vest as to one-fourth on December 6, 2025 and then vest monthly over a 36-month period. (16) These PSUs were granted under the 2018 Equity Incentive Plan and vest as to 20% upon the acceptance of a NDA for cytisinicline by the FDA; and 80% upon approval of cytisinicline for smoking cessation by FDA.

  24. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers, or PEOs and our other NEOs, or Non-PEO NEOs, and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The Compensation Committee undertakes to maintain an overall compensation structure designed to attract, retain and motivate management and employees by providing appropriate incentives based on individual contribution and performance and avoiding undue emphasis on short-term market value. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.

  25. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO(1) $ | Summary Compensation Table Total for PEO(2) $ | Compensation Actually Paid to PEO (1)(4) $ | Compensation Actually Paid to PEO (2)(4) $ | Average Summary Compensation Table Total for Non-PEO NEOs(3) $ | Average Compensation Actually Paid to Non-PEO NEOs $ | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) $` | Net Income/(Loss) $ | | 2025 | 1,368,525 | — | 1,495,977 | — | 964,002 | 1,741,270 | 202.86 | (54,648,000) | | 2024 | 1,735,552 | 2,518,977 | 1,486,755 | 2,199,924 | 1,148,588 | 1,618,927 | 143.67 | (39,827,000) | | 2023 | — | 1,697,957 | — | 1,635,000 | 1,276,685 | 1,236,370 | 168.16 | (29,815,000) |

  26. Pay versus Performance

    (1) Richard Stewart was our Chief Executive Officer until April 2026 and was our PEO since August 2024 and in 2025; he was a non-PEO NEO in 2023 and until August 2024. (2) John Bencich was our PEO in 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024. (3) Cindy Jacobs was a non-PEO NEO in 2023 and 2024. Mark Oki was a non-PEO NEO in 2024. Jaime Xinos was a non-PEO NEO in 2025 and Erik Atkisson has been a non-PEO NEO since December 2025. (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. (5) Represents the cumulative total return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2022 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported.

  27. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Summary Compensation Table Total for PEO ($)(2) | Exclusion of Stock Awards and Option Awards for PEO ($)(1) | Exclusion of Stock Awards and Option Awards for PEO ($)(2) | Inclusion of Equity Values for PEO ($)(1) | Inclusion of Equity Values for PEO ($)(2) | Compensation Actually Paid to PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | | 2025 | 1,368,525 | — | (522,900) | — | 650,352 | — | 1,495,977 | — | | 2024 | 1,735,552 | 2,518,977 | (843,420) | (1,054,275) | 594,623 | 735,222 | 1,486,755 | 2,199,924 | | 2023 | — | 1,697,957 | — | (916,207) | — | 853,250 | — | 1,635,000 |

  28. Pay versus Performance

    (1) Richard Stewart was our Chief Executive Officer and our PEO from August 2024 to April 2026; he was a non-PEO NEO in 2023 and until August 2024. John Bencich was our PEO in 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024.

  29. Pay versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 964,002 | (606,374) | 1,383,642 | 1,741,270 | | 2024 | 1,148,588 | (745,288) | $1,215,627 | 1,618,927 | | 2023 | 1,276,685 | (618,440) | 578,125 | 1,236,370 |

  30. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following table for Richard Stewart and John Bencich, respectively:

  31. Pay versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | — | 105,419 | 466,200 | 78,733 | — | 650,352 | | 2024 | 675,387 | (66,747) | — | (14,017) | — | 594,623 |

  32. Pay versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | — | — | — | — | — | — | | 2024 | 616,000 | — | 152,156 | (32,934) | — | 735,222 | | 2023 | 740,911 | (8,318) | — | 120,657 | — | 853,250 |

  33. Pay versus Performance

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,251,743 | 36,419 | 67,705 | 27,775 | — | 1,383,642 | | 2024 | 1,278,736 | (53,100) | — | (10,009) | — | 1,215,627 | | 2023 | 500,115 | (3,409) | — | 81,419 | — | 578,125 |

  34. Pay Versus Performance Table

    Pay Versus Performance Table The illustrations below provide a graphical description of compensation actually paid (as calculated in accordance with the SEC rules) and the following measures: (i) our cumulative total shareholder return, or TSR; and (ii) our net income (loss). Compensation Actually Paid (Cap) and TSR As shown in the following graph, the compensation actually paid, or CAP, to Mr. Stewart and the average amount of compensation actually paid to our Non-PEO NEOs during the periods presented are negatively correlated. We do utilize several performance measures to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. For example, part of the compensation our named executive officers are eligible to receive consists of annual performance-based cash bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Additionally, we view stock options, which are an integral part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Net Income (Loss) Because we are not a commercial-stage company, we did not have any revenue during the periods presented and our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.

  35. Potential Payments Upon Termination/Change of Control

    Potential Payments Upon Termination/Change of Control