Form SC 13G - Statement of acquisition of beneficial ownership by individuals
17 Mai 2024 - 8:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
Achieve
Life Sciences, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
004468500
(CUSIP
Number)
3/4/2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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. |
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).
1. |
Names of Reporting Persons.
Propel Bio Management LLC |
2. |
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a) ☐
(b) ☐ |
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole Voting Power
2,235,247 |
6. |
Shared Voting Power
98,929 |
7. |
Sole Dispositive Power
2,235,247 |
8. |
Shared Dispositive Power
98,929 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,176 (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
☐ |
|
11. |
Percent of Class Represented by Amount in Row (9)
6.81% (1)(2) |
12. |
Type of Reporting Person
IA |
|
|
|
|
| (1) | The beneficial ownership of the
securities reported herein is described in item 4 of this Schedule 13G. |
| (2) | Calculations are based on 34,251,911
common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission
on March 28, 2024. |
1. |
Names of Reporting Persons.
Leen Kawas |
2. |
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a) ☐
(b) ☐ |
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole Voting Power
2,235,247 |
6. |
Shared Voting Power
98,929 |
7. |
Sole Dispositive Power
2,235,247 |
8. |
Shared Dispositive Power
98,929 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,176 (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
☐ |
|
11. |
Percent of Class Represented by Amount in Row (9)
6.81% (1)(2) |
12. |
Type of Reporting Person
IN |
|
|
|
|
| (1) |
The beneficial
ownership of the securities reported herein is described in item 4 of this Schedule 13G.
|
| (2) |
Calculations
are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities
and Exchange Commission on March 28, 2024.
|
1. |
Names of Reporting Persons.
Richard Kayne |
2. |
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a) ☐
(b) ☐ |
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole Voting Power
2,235,247 |
6. |
Shared Voting Power
98,929 |
7. |
Sole Dispositive Power
2,235,247 |
8. |
Shared Dispositive Power
98,929 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,176 (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
☐ |
|
11. |
Percent of Class Represented by Amount in Row (9)
6.81% (1)(2) |
12. |
Type of Reporting Person
IN |
|
|
|
|
| (1) |
The beneficial
ownership of the securities reported herein is described in item 4 of this Schedule 13G.
|
| (2) |
Calculations
are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities
and Exchange Commission on March 28, 2024.
|
1. |
Names of Reporting Persons.
Propel Bio Partners LLC |
2. |
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a) ☐
(b) ☐ |
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole Voting Power
2,235,247 |
6. |
Shared Voting Power
98,929 |
7. |
Sole Dispositive Power
2,235,247 |
8. |
Shared Dispositive Power
98,929 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,176 (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
☐ |
|
11. |
Percent of Class Represented by Amount in Row (9)
6.81% (1)(2) |
12. |
Type of Reporting Person
OO |
|
|
|
|
| (1) |
The beneficial
ownership of the securities reported herein is described in item 4 of this Schedule 13G.
|
| (2) |
Calculations
are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities
and Exchange Commission on March 28, 2024.
|
ITEM
1.
|
(a) |
Name of
Issuer: Achieve Life Sciences, Inc. |
|
(b) |
Address of Issuer’s
Principal Executive Offices: |
22722
29th Drive SE, Suite 100
Bothell,
WA 98021
ITEM
2.
Propel
Bio Management, LLC
|
(a) |
Name of Person Filing:
Propel Bio Management, LLC |
|
(b) |
Address of Principal Business
Office, or if None, Residence: |
11620
Wilshire Blvd.
Suite
350
Los
Angeles, CA 90025
|
(c) |
Citizenship: Delaware |
|
(d) |
Title of Class of Securities:
Common Stock, $0.0001 par value per share |
|
(e) |
CUSIP
Number: 004468500 |
Leen
Kawas
|
(a) |
Name of Person Filing:
Leen Kawas |
|
(b) |
Address of Principal Business
Office, or if None, Residence: |
11620
Wilshire Blvd.
Suite
350
Los
Angeles, CA 90025
|
(c) |
Citizenship: United
States |
|
(d) |
Title of Class of Securities:
Common Stock, $0.0001 par value per share |
|
(e) |
CUSIP Number: 004468500 |
Richard
Kayne
|
(a) |
Name of Person Filing:
Richard Kayne |
|
(b) |
Address of Principal Business
Office, or if None, Residence: |
11620
Wilshire Blvd.
Suite
350
Los
Angeles, CA 90025
|
(c) |
Citizenship: United
States |
|
(d) |
Title of Class of Securities:
Common Stock, $0.001 par value per share |
|
|
|
|
(e) |
CUSIP
Number: 004468500 |
Propel
Bio Partners LLC
|
(a) |
Name of Person Filing:
Propel Bio Partners LLC |
|
(b) |
Address of Principal Business
Office, or if None, Residence: |
11620
Wilshire Blvd.
Suite
350
Los
Angeles, CA 90025
|
(c) |
Citizenship: California |
|
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share
|
|
(e) |
CUSIP Number: 004468500 |
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a) |
☐ |
Broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An investment adviser in
accordance with ss.240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A parent holding company
or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J). |
ITEM
4. OWNERSHIP.
Propel
Bio Management, LLC
|
(a) |
Amount beneficially owned:
2,334,176 (1)(2)(4) |
|
(b) |
Percent of class: 6.81%
(1)(2)(4) |
|
(c) |
Number of shares as
to which the person has: |
|
(i) |
Sole power to vote or to
direct the vote: 2,235,247 |
|
(ii) |
Shared power to vote or
to direct the vote: 98,929 |
|
(iii) |
Sole power to dispose or
to direct the disposition of: 2,235,247 |
|
(iv) |
Shared power to dispose
or to direct the disposition of: 98,929 |
Leen
Kawas
|
(a) |
Amount beneficially owned:
2,334,176 (1)(2)(4) |
|
(b) |
Percent of class: 6.81%
(1)(2)(4) |
|
(c) |
Number of shares as
to which the person has: |
|
(i) |
Sole power to vote or to
direct the vote: 2,235,247 |
|
(ii) |
Shared power to vote or
to direct the vote: 98,929 |
|
(iii) |
Sole power to dispose or
to direct the disposition of: 2,235,247 |
|
(iv) |
Shared power to dispose
or to direct the disposition of: 98,929 |
Ric
Kayne
|
(a) |
Amount beneficially owned:
2,334,176 (1)(2)(4) |
|
(b) |
Percent of class: 6.81%
(1)(2)(4) |
|
(c) |
Number of shares as
to which the person has: |
|
(i) |
Sole power to vote or to
direct the vote: 2,235,247 |
|
(ii) |
Shared power to vote or
to direct the vote: 98,929 |
|
(iii) |
Sole power to dispose or
to direct the disposition of: 2,235,247 |
|
(iv) |
Shared power to dispose
or to direct the disposition of: 98,929 |
Propel
Bio Partners LLC
|
(a) |
Amount beneficially owned:
2,334,176 (2)(3)(4) |
|
(b) |
Percent of class: 6.81%
(2)(3)(4) |
|
(c) |
Number of shares as
to which the person has: |
|
(i) |
Sole power to vote or to
direct the vote: 2,235,247 |
|
(ii) |
Shared power to vote or
to direct the vote: 98,929 |
|
(iii) |
Sole power to dispose or
to direct the disposition of: 2,235,247 |
|
(iv) |
Shared power to dispose
or to direct the disposition of: 98,929 |
FOOTNOTES
(1) |
2,334,176
Shares are directly owned by a private investment fund, special purpose vehicle and an investment company registered under the Investment
Company Act of 1940, as amended, for which Propel Bio Management LLC (“Propel”) and Ms. Kawas provide discretionary advisory
services. Ms. Kawas is the sole owner of Propel, and possesses voting control and/or the power to direct the disposition of the Shares.
Accordingly, for purposes of Rule 13d-3, Propel and Ms. Kawas may be deemed to beneficially own the Shares. In accordance
with Rule 13d-4, Propel and Ms. Kawas expressly disclaim beneficial ownership of the Shares. |
(2) |
Calculations are based
on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities
and Exchange Commission on March 28, 2024. |
(3) |
Propel Bio Partners
LLC (“General Partner”) serves as the general partner to a private investment fund managed by Propel. Ms.
Kawas and Mr. Kayne are control persons of the General Partner. For purposes of Rule 13d-3, the General Partner possesses
voting control and/or power to direct the disposition of the Shares held by the private fund. In accordance with Rule 13d-4, Ms.
Kawas, Mr. Kayne, and the General Partner each expressly disclaim beneficial ownership of the Shares. |
(4) |
In accordance with Rule
13d-4, Ms. Kawas, Mr. Kayne, and the General Partner each expressly disclaim beneficial ownership of the Shares. |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Reporting
persons are holding 6.81% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of, such securities.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not
Applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
Applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Not
Applicable.
ITEM
10. CERTIFICATION.
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 such purpose or effect.
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.
|
May
17, 2024 |
|
Date |
|
|
|
/s/
Leen Kawas/Managing Member |
|
Signature |
|
|
|
Leen
Kawas/Managing Member |
|
Name/Title |
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