REGISTERED NUMBER: 06751116 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Achieve Pharma UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R A B Stewart

J Wan

REGISTERED OFFICE:

10 Station Road

Henley on Thames

Oxfordshire

RG9 1AY

REGISTERED NUMBER:

06751116 (England and Wales)

AUDITORS:

Ridgefield Consulting Ltd

2 Hinksey Court

Church Way

Oxford

Oxfordshire

OX2 9SX

FIXED ASSETS

Tangible assets

4

5,052

5,264

CURRENT ASSETS

Debtors

5

445,062

445,905

Cash at bank

248,292

218,843

693,354

664,748

CREDITORS

Amounts falling due within one year

6

1,057,160

899,376

NET CURRENT LIABILITIES

(363,806

)

(234,628

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(358,754

)

(229,364

)

CAPITAL AND RESERVES

Called up share capital

7

3,339,061

3,339,061

Retained earnings

(3,697,815

)

(3,568,425

)

SHAREHOLDERS' FUNDS

(358,754

)

(229,364

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

R A B Stewart - Director

1.	STATUTORY INFORMATION

Achieve Pharma UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

At the year end the Company had Net Liabilities of (£358,754), however it suffers continual annual losses and relies on its parent company.

Unfortunately, whilst the Company's ultimate parent has confirmed that they are willing to provide their continued support for Achieve Pharma UK Limited, they are unable to guarantee that they will be in a position to do so, given that they themselves are reliant on their own ability to obtain additional funding, over which there is substantial doubt. The parent company is involved in research activities for a new drug and is has therefore been loss making for the past number of years whilst this research is ongoing. The parent entity holds cash equivalents and marketable securities totalling $24.2M, although this is not liquid financing it helps to bring some comfort over the parents ability to support Achieve Pharma Uk Limited.

Whilst the accounts have been prepared on a going concern basis, this situation has inevitably cast doubt on Achieve Pharma UK Limited's ability to continue as a going concern, this has resulted in a material uncertainty relating to going concern..

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2024 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

6,766

Additions

2,160

Disposals

(1,936

)

At 31 December 2025

6,990

DEPRECIATION

At 1 January 2025

1,502

Charge for year

1,942

Eliminated on disposal

(1,506

)

At 31 December 2025

1,938

NET BOOK VALUE

At 31 December 2025

5,052

At 31 December 2024

5,264

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

445,062

445,905

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

3,417

122

Other creditors

1,053,743

899,254

1,057,160

899,376

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

3,339,061

Ordinary

1

3,339,061

3,339,061

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Simon Thomas ACA (Senior Statutory Auditor)

for and on behalf of Ridgefield Consulting Ltd

9.	RELATED PARTY DISCLOSURES

At 1 January 2025, the Company was owed, by Achieve Life Sciences Inc. £292,916. During the year, Achieve Life Sciences Inc., the Company's ultimate parent Company, made loans to the Company of £7,067,566 (2024: £5,330,202), and Achieve Pharma UK Limited repaid £2,931,731 (2024: £2,793,356). During the year Achieve Pharma UK Limited invoiced £2,357,806 (2024: £2,357,806) to Achieve Life Sciences Inc. An exchange gain of £64,621 (2024: loss of £43,915) arose as a result of restatement of the balance at the year end. At 31 December 2025, the Company owed Achieve Life Sciences Inc, £98,015.

At 1 January 2025, the Company owed Achieve Life Sciences Technologies Inc. £19,716. Achieve Life Sciences Technologies Inc. is a related party as it's a fellow subsidiary of Achieve Life Sciences Inc. and a shareholder of Achieve Pharma UK Limited. During the year Achieve Life Sciences Technologies Inc. invoiced to the Company £73,196 (2024: £73,771) and the Company to Achieve Life Sciences technologies Inc invoiced £79,032 (2024: £312,150). An exchange gain of £553 (2024: of £1,108) arose as a result of restatement of the balance at the year end. At the year end, the Company owed Achieve Life Sciences Technologies Inc. £13,326.

10.	ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent Company is Achieve Life Sciences Inc. a Company registered in the United States of America, 22722 29th Dr SE, Suite 100 Bothell, WA 98021, USA.