Amended Statement of Ownership (sc 13g/a)
22 November 2022 - 10:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Achieve Life Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
004468500
(CUSIP Number)
November 18, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 004468500
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1. |
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Names of Reporting Persons.
SVB Financial Group
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. |
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Sole Voting Power:
853,403
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6. |
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Shared Voting Power:
853,402(1)
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7. |
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Sole Dispositive Power:
853,403
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8. |
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Shared Dispositive Power:
853,402(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
1,706,805(2)
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
8.7%(3)
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12. |
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Type of Reporting Person (See Instructions)
HC-CO-IA
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(1) |
Consists of 426,701 shares of Common Stock issuable to
SVB Innovation Credit Fund VIII, L.P., and 426,701 shares of Common
Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full
exercise of contingent convertible debt. The exercise of such
conversion is subject to (i) the maximum aggregate number of
Common Stock issuable to the Reporting Persons or other conversion
right holders (if any) not exceeding 1,889,763 shares of Common
Stock, as such number may be adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like
occurring after December 22, 2021 (the “Primary Conversion
Limit”) and (ii) the maximum aggregate number of shares of the
Issuer owned or held by SVB Financial Group beneficially and/or of
record not exceeding 19.99% of the Issuer’s then-total issued and
outstanding shares of Common Stock (the “Secondary Conversion
Limit”).
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(2) |
Consists of 853,403 shares of Common Stock issuable to
SVB Financial Group, 426,701 shares of Common Stock issuable to SVB
Innovation Credit Fund VIII, L.P., and 426,701 shares of Common
Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full
exercise of contingent convertible debt, the exercise of which is
subject to the Primary Conversion Limit and the Secondary
Conversion Limit.
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(3) |
Based on (i) 9,710,747 shares of Common Stock
outstanding at November 10, 2022 as reported in the Issuer’s
Form 10-Q filed with the
Securities and Exchange Commission (“SEC”) on November 14,
2022, (ii) 8,186,282 shares of Common Stock subsequently issued as
reported in the Issuer’s Current Report on Form 8-K filed with the SEC on
November 18, 2022, (iii) 853,403 shares of Common Stock
issuable to SVB Financial Group, (iv) 426,701 shares of Common
Stock issuable to SVB Innovation Credit Fund VIII, L.P. and (v)
426,701 shares of Common Stock issuable to Innovation Credit Fund
VIII-A, L.P., in each of
cases (iii)-(v) upon the full exercise of contingent
convertible debt.
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1. |
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Names of Reporting Persons.
SVB Innovation Credit Partners VIII, LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. |
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Sole Voting Power:
0
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6. |
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Shared Voting Power:
426,701(1)
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7. |
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Sole Dispositive Power:
0
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8. |
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Shared Dispositive Power:
426,701(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
426,701(1)
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
2.3%(2)
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12. |
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Type of Reporting Person (See Instructions)
OO
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(1) |
Consists of 426,701 shares of Common Stock issuable to
SVB Innovation Credit Fund VIII, L.P. upon the full exercise
of contingent convertible debt, the exercise of which is subject to
the Primary Conversion Limit and the Secondary Conversion
Limit.
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(2) |
Based on (i) 9,710,747 shares of Common Stock
outstanding at November 10, 2022 as reported in the Issuer’s
Form 10-Q filed with the
SEC on November 14, 2022, (ii) 8,186,282 shares of Common
Stock subsequently issued as reported in the Issuer’s Current
Report on Form 8-K filed
with the SEC on November 18, 2022 and (iii) 426,701 shares of
Common Stock issuable to SVB Innovation Credit Fund VIII, L.P.
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1. |
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Names of Reporting Persons.
SVB Innovation Credit Fund VIII, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. |
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Sole Voting Power:
0
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6. |
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Shared Voting Power:
426,701(1)
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7. |
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Sole Dispositive Power:
0
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8. |
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Shared Dispositive Power:
426,701(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
426,701(1)
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
2.3%(2)
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12. |
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Type of Reporting Person (See Instructions)
PN
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(1) |
Consists of 426,701 shares of Common Stock issuable to
SVB Innovation Credit Fund VIII, L.P. upon the full exercise
of contingent convertible debt, the exercise of which is subject to
the Primary Conversion Limit and the Secondary Conversion
Limit.
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(2) |
Based on (i) 9,710,747 shares of Common Stock
outstanding at November 10, 2022 as reported in the Issuer’s
Form 10-Q filed with the
SEC on November 14, 2022, , (ii) 8,186,282 shares of Common
Stock subsequently issued as reported in the Issuer’s Current
Report on Form 8-K filed
with the SEC on November 18, 2022 and (iii) 426,701 shares of
Common Stock issuable to SVB Innovation Credit Fund VIII, L.P.
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1. |
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Names of Reporting Persons.
SVB Innovation Credit Partners VIII-A, LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. |
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Sole Voting Power:
0
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6. |
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Shared Voting Power:
426,701(1)
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7. |
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Sole Dispositive Power:
0
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8. |
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Shared Dispositive Power:
426,701(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
426,701(1)
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
2.3%(2)
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12. |
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Type of Reporting Person (See Instructions)
OO
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(1) |
Consists of 426,701 shares of Common Stock issuable to
Innovation Credit Fund VIII-A, L.P. upon the full
exercise of contingent convertible debt, the exercise of which is
subject to the Primary Conversion Limit and the Secondary
Conversion Limit.
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(2) |
Based on (i) 9,710,747 shares of Common Stock
outstanding at November 10, 2022 as reported in the Issuer’s
Form 10-Q filed with the
SEC on November 14, 2022, (ii) 8,186,282 shares of Common
Stock subsequently issued as reported in the Issuer’s Current
Report on Form 8-K filed
with the SEC on November 18, 2022 and (iii) 426,701 shares of
Common Stock issuable to Innovation Credit Fund VIII-A, L.P.
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1. |
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Names of Reporting Persons.
Innovation Credit Fund VIII-A, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. |
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Sole Voting Power:
0
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6. |
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Shared Voting Power:
426,701(1)
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7. |
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Sole Dispositive Power:
0
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8. |
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Shared Dispositive Power:
426,701(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
426,701(1)
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
2.3%(2)
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12. |
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Type of Reporting Person (See Instructions)
PN
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(1) |
Consists of 426,701 shares of Common Stock issuable to
Innovation Credit Fund VIII-A, L.P. upon the full
exercise of contingent convertible debt, the exercise of which is
subject to the Primary Conversion Limit and the Secondary
Conversion Limit.
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(2) |
Based on (i) 9,710,747 shares of Common Stock
outstanding at November 10, 2022 as reported in the Issuer’s
Form 10-Q filed with the
SEC on November 14, 2022, (ii) 8,186,282 shares of Common
Stock subsequently issued as reported in the Issuer’s Current
Report on Form 8-K filed
with the SEC on November 18, 2022 and (iii) 426,701 shares of
Common Stock issuable to Innovation Credit Fund VIII-A, L.P.
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Achieve Life Sciences, Inc.
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(b) |
Address of Issuer’s Principal Executive
Offices
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1040 West Georgia Street, Suite 1030
Vancouver, British Columbia, Canada V6E 4H1
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(a) |
Name of Person Filing
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SVB Financial Group
SVB Innovation Credit Partners VIII, LLC
SVB Innovation Credit Fund VIII, L.P.
SVB Innovation Credit Partners VIII-A, LLC
Innovation Credit Fund VIII-A, L.P.
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(b) |
Address of Principal Business Office or, if none,
Residence
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SVB Financial Group
3003 Tasman Drive
Santa Clara, California
95054-1191
SVB Innovation Credit Partners VIII, LLC
2770 Sand Hill Road
Menlo Park, CA 94025
SVB Innovation Credit Fund VIII, L.P.
2770 Sand Hill Road
Menlo Park, CA 94025
SVB Innovation Credit Partners VIII-A, LLC
2770 Sand Hill Road
Menlo Park, CA 94025
Innovation Credit Fund VIII-A, L.P.
2770 Sand Hill Road
Menlo Park, CA 94025
Each of the Reporting Persons is a citizen of Delaware.
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(d) |
Title of Class of Securities
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Common Stock
004468500
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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Not Applicable.
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(a) |
Amount beneficially owned:
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See the responses to Item 9 on the attached cover pages.
See the responses to Item 11 on the attached cover pages.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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See the responses to Item 5 on the attached cover pages.
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(ii) |
Shared power to vote or to direct the vote
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See the responses to Item 6 on the attached cover pages.
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(iii) |
Sole power to dispose or to direct the disposition
of
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See the responses to Item 7 on the attached cover pages.
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(iv) |
Shared power to dispose or to direct the
disposition of
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See the responses to Item 8 on the attached cover pages.
Item 5. |
Ownership of Five Percent or Less of a
Class.
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Not Applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person.
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Not Applicable.
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company.
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See Exhibit 99.2.
Item 8. |
Identification and Classification of Members of the
Group.
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Not Applicable.
Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: November 22, 2022
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SVB Financial Group |
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By |
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/s/ Karen Hon
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Name: |
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Karen Hon |
Title: |
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Chief Accounting Officer |
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SVB Innovation Credit Fund VIII,
L.P. |
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By: SVB Innovation Credit Partners VIII, LLC, its general
partner
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By |
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/s/ Andrew Olson
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Name: Andrew
Olson |
Title: Chief
Financial Officer |
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SVB Innovation Credit Partners
VIII, LLC |
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By |
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/s/ Andrew Olson
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Name: Andrew Olson |
Title: Chief Financial Officer |
[Signatures continue on next page]
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Innovation Credit Fund VIII-A, L.P. |
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By: SVB Innovation Credit Partners VIII-A, LLC, its general partner
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By |
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/s/ Andrew Olson
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Name: Andrew
Olson |
Title: Chief
Financial Officer |
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SVB Innovation Credit Partners
VIII-A, LLC |
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By |
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/s/ Andrew Olson
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Name: Andrew Olson |
Title: Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit 99.1 |
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Joint Filing Agreement (incorporated by reference
to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons
with the SEC on December 29, 2021) |
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Exhibit 99.2 |
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Item 7 Information (incorporated by reference to
Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons
with the SEC on December 29, 2021) |
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