ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On January 24, 2020, Achieve Life Sciences, Inc. (the "Company") received
written notice from The NASDAQ Stock Market, LLC ("NASDAQ") indicating that the
Company is not in compliance with the $1.00 minimum bid price requirement for
continued listing on The NASDAQ Capital Market, as set forth in Listing Rule
5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), the Company has a
period of 180 calendar days, or until July 22, 2020, to regain compliance with
the minimum bid price requirement. To regain compliance, the closing bid price
of the Company's common stock must meet or exceed $1.00 per share for a minimum
of ten consecutive business days during this 180-day period.
If the Company is not in compliance by July 22, 2020, the Company may be
afforded a second 180 calendar day period to regain compliance. To qualify, the
Company would be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The
NASDAQ Capital Market, except for the minimum bid price requirement. In
addition, the Company would be required to notify NASDAQ of its intent to cure
the minimum bid price deficiency, which may include, if necessary, implementing
a reverse stock split.
If the Company does not regain compliance within the allotted compliance
periods, including any extensions that may be granted by NASDAQ, NASDAQ will
provide notice that the Company's common stock will be subject to delisting. The
Company would then be entitled to appeal the NASDAQ Staff's determination to a
NASDAQ Listing Qualifications Panel and request a hearing.
The Company intends to monitor the closing bid price of its common stock and
consider options to resolve the noncompliance with the minimum bid price
requirement. There can be no assurance that the Company will be able to regain
compliance with the minimum bid price requirement or will otherwise be in
compliance with other NASDAQ listing criteria.
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ACHIEVE LIFE SCIENCES, INC. 
