Initial Statement of Beneficial Ownership (3)
21 November 2022 - 10:56PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * DIALECTIC CAPITAL
MANAGEMENT, LP |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
11/18/2022
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3. Issuer Name and Ticker or Trading
Symbol ACHIEVE LIFE SCIENCES, INC. [ACHV] |
(Last)
(First)
(Middle)
119 ROWAYTON AVENUE, 2ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
NORWALK, CT 06853
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Common Stock, par value $0.001 per share |
3494000 (3) |
I |
By: Dialectic Life Sciences SPV LLC (1) |
Common Stock, par value $0.001 per share |
55000 |
I |
By: John Fichthorn (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Common Stock Warrants (right to buy) |
5/18/2023 (4)(5) |
11/18/2029 |
Common Stock |
1747000 (3) |
$4.50 |
I |
By: Dialectic Life Sciences SPV LLC (1) |
Explanation of
Responses: |
(1) |
These securities are held
directly by Dialectic Life Sciences SPV LLC (the "SPV"). The SPV is
a private investment vehicle. Dialectic Capital Management LP (the
"Adviser") is the investment adviser for the SPV. Dialectic
Partners, LLC (the "Adviser GP") is the general partner of the
Adviser. Dialectic LS Manager LLC (the "SPV MM") is the managing
member of the SPV. John Fichthorn is the controlling person of the
Adviser GP and the SPV MM. Each Reporting Person disclaims
beneficial ownership of all securities reported herein, except to
the extent of their pecuniary interest therein, if any, and this
report shall not be deemed an admission that such Reporting Person
is the beneficial owner of such securities for purposes of Section
16 of the Securities and Exchange Act of 1934 or for any other
purpose. |
(2) |
These securities are held
directly by John Fichthorn. Each Reporting Person disclaims
beneficial ownership of all securities reported herein, except to
the extent of their pecuniary interest therein, if any, and this
report shall not be deemed an admission that such Reporting Person
is the beneficial owner of such securities for purposes of Section
16 of the Securities and Exchange Act of 1934 or for any other
purpose. |
(3) |
The reported securities are
included within 1,747,000 ACHV Units purchased by the SPV on
November 18, 2022. Each Unit consists of two shares of Common Stock
and one warrant to purchase one share of Common Stock. |
(4) |
The Issuer shall not effect
any exercise of these warrants, and the SPV shall not have the
right to exercise these warrants, to the extent that after giving
effect to the issuance of Common Stock after exercise, the SPV
(together with the SPV's affiliates, and any other persons acting
as a group together with the SPV or any of the SPV's affiliates)
would beneficially own in excess of the Beneficial Ownership
Limitation. |
(5) |
The "Beneficial Ownership
Limitation" shall be 19.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of these warrants. The SPV,
upon notice to the Issuer, may decrease, and subsequently increase
or decrease, the Beneficial Ownership Limitation, provided that the
Beneficial Ownership Limitation in no event exceeds 19.99% of the
number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock upon
exercise of these warrants. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after
notice is delivered to the Issuer. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853 |
|
X |
|
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Dialectic Partners, LLC
2ND FLOOR 119 ROWAYTON AVE
NORWALK, CT 06853 |
|
X |
|
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FICHTHORN JOHN
C/O DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853 |
|
X |
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Dialectic LS Manager LLC
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853 |
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X |
|
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Dialectic Life Sciences SPV LLC
C/O DIALECTIC LS MANAGER LLC
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853 |
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X |
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Signatures
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/s/ John Fichthorn, for himself and as
controlling person of the Adviser GP (for itself and on behalf of
the Adviser) and the SPV MM (for itself and on behalf of the
SPV) |
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11/21/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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