Dilution profile // every instrument, one screen, from SEC filings

ACHIEVE LIFE SCIENCES, INC. (ACHV)

CIK 949858 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$800M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 2% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+388% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~45.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-03-112026-08-11

Latest: 102.9M shares as of Aug 11, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-11
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 37.5M to 3.6M between May 14, 2020 and Aug 6, 2020, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant49.5M$3.51——
Warrants Issued In April Two Thousand Twenty Six49.5M$3.51——
Warrants Issued In June Two Thousand Twenty Five16.3M$3——
Warrants Issued In November Two Thousand Twenty Two4.1M$4.5——
Warrants Issued In August Two Thousand Twenty142,857$0.001——
Pre Funded Warrants100,500$0.001——
Pre Funded Warrants Issued In April Two Thousand Twenty Six100,500$0.001——
June Twenty Twenty Five Financing7,000$3——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 1.6M underlying shares, as reported Jun 30, 2014 (10-Q).

Reported exercise price: $4 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $3,000 as of Sep 30, 2017.

Rough fully diluted estimate: 104.5M = 102.9M O/S + 1.6M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Two Thousand Twenty Four Silicon Valley Bank Convertible Debt$15.0M$14.9Mnot tagged——
New Convertible Term Loan$15.0M$14.9Mnot tagged——
Contingent Convertible Debt Agreement$5.0M—$7—~714,286 sh
Convertible Debt Agreement$5.0M—not tagged7%—

If every note above converted at its tagged price: ~714,286 new shares on 102.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding102.9MAug 11, 2026
+ Warrant (if exercised)49.5MApr 15, 2026
+ Warrants Issued In April Two Thousand Twenty Six (if exercised)49.5MJun 30, 2026
+ Warrants Issued In June Two Thousand Twenty Five (if exercised)16.3MJun 30, 2026
+ Warrants Issued In November Two Thousand Twenty Two (if exercised)4.1MJun 30, 2026
+ Warrants Issued In August Two Thousand Twenty (if exercised)142,857Jun 30, 2026
+ Pre Funded Warrants (if exercised)100,500Apr 15, 2026
+ Pre Funded Warrants Issued In April Two Thousand Twenty Six (if exercised)100,500Jun 30, 2026
+ June Twenty Twenty Five Financing (if exercised)7,000Jun 30, 2026
+ Contingent Convertible Debt Agreement (if fully converted)714,286Dec 31, 2025
Fully diluted estimate223.4M+117.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $800.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 12, 2026$500.1M registeredfiling →
S-3Jan 23, 2026$300.0M registeredfiling →
S-3Nov 7, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 2 registered.

EXECUTEDAug 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEMay 21, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMay 12, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDApr 16, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EFFECTIVEJan 29, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJan 23, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDJun 27, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJun 26, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVENov 18, 2024SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVENov 14, 2024SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDNov 7, 2024S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDSep 27, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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