0000899243-22-030171.txt : 20220901
0000899243-22-030171.hdr.sgml : 20220901
20220901160513
ACCESSION NUMBER: 0000899243-22-030171
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220901
FILED AS OF DATE: 20220901
DATE AS OF CHANGE: 20220901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVB FINANCIAL GROUP
CENTRAL INDEX KEY: 0000719739
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221220995
BUSINESS ADDRESS:
STREET 1: 3003 TASMAN DR
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
BUSINESS PHONE: 4086547400
MAIL ADDRESS:
STREET 1: 3003 TASMAN DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
FORMER NAME:
FORMER CONFORMED NAME: SILICON VALLEY BANCSHARES
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVB Innovation Credit Fund VIII, L.P.
CENTRAL INDEX KEY: 0001754832
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221220993
BUSINESS ADDRESS:
STREET 1: C/O SVB INNOVATION CREDIT PARTNERS VIII
STREET 2: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 415-546-8277
MAIL ADDRESS:
STREET 1: C/O SVB INNOVATION CREDIT PARTNERS VIII
STREET 2: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
FORMER NAME:
FORMER CONFORMED NAME: WestRiver Innovation Lending Fund VIII, L.P.
DATE OF NAME CHANGE: 20181001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVB Innovation Credit Partners VIII, LLC
CENTRAL INDEX KEY: 0001901811
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221220994
BUSINESS ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650) 926-0418
MAIL ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO CITY
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Innovation Credit Fund VIII-A, L.P.
CENTRAL INDEX KEY: 0001864344
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221220991
BUSINESS ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650.926.0440
MAIL ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVB Innovation Credit Partners VIII-A, LLC
CENTRAL INDEX KEY: 0001901800
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221220992
BUSINESS ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650) 926-0418
MAIL ADDRESS:
STREET 1: 2770 SAND HILL ROAD
CITY: MENLO CITY
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACHIEVE LIFE SCIENCES, INC.
CENTRAL INDEX KEY: 0000949858
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 954343413
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 22722 29TH DR. SE
STREET 2: SUITE 100
CITY: SEATTLE
STATE: WA
ZIP: 98021
BUSINESS PHONE: 425-686-1500
MAIL ADDRESS:
STREET 1: 22722 29TH DR. SE
STREET 2: SUITE 100
CITY: SEATTLE
STATE: WA
ZIP: 98021
FORMER COMPANY:
FORMER CONFORMED NAME: ONCOGENEX PHARMACEUTICALS, INC.
DATE OF NAME CHANGE: 20080821
FORMER COMPANY:
FORMER CONFORMED NAME: SONUS PHARMACEUTICALS INC
DATE OF NAME CHANGE: 19950825
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-09-01
0
0000949858
ACHIEVE LIFE SCIENCES, INC.
ACHV
0000719739
SVB FINANCIAL GROUP
3003 TASMAN DRIVE
SANTA CLARA
CA
95054
0
0
1
0
0001901811
SVB Innovation Credit Partners VIII, LLC
2770 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001754832
SVB Innovation Credit Fund VIII, L.P.
2770 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001901800
SVB Innovation Credit Partners VIII-A, LLC
2770 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001864344
Innovation Credit Fund VIII-A, L.P.
2770 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
Convertible Debt (PIK Amount)
9.34
2022-09-01
4
J
0
47196.82
A
Common Stock
5053
7877084.65
I
See Footnotes
Convertible Debt (PIK Amount)
9.34
2022-09-01
4
J
0
23598.41
A
Common Stock
2527
3938542.32
I
See Footnotes
Convertible Debt (PIK Amount)
9.34
2022-09-01
4
J
0
23598.41
A
Common Stock
2527
3938542.32
I
See Footnotes
This statement is being filed by SVB Financial Group ("SVB Financial"), SVB Innovation Credit Fund VIII, L.P. ("Fund VIII"), SVB Innovation Credit Partners VIII, LLC ("Fund VIII GP" and, together with Fund VIII, the "Fund VIII Entities"), Innovation Credit Fund VIII-A, L.P. ("Fund VIII-A") and SVB Innovation Credit Partners VIII-A, LLC ("Fund VIII-A GP" and, together with Fund VIII-A, the "Fund VIII-A Entities"). SVB Financial, the Fund VIII Entities and the Fund VIII-A Entities are referred to herein, collectively, as the "Reporting Persons".
On December 22, 2021 (the "Effective Date"), Achieve Life Sciences, Inc. (the "Issuer") entered into a 2021 Contingent Convertible Debt Agreement (the "Convertible Debt Agreement"), by and among the Issuer, Silicon Valley Bank ("SVB") and Fund VIII (together with their respective successors and assigns, collectively, the "Lenders"). Pursuant to the Convertible Debt Agreement, the Lenders advanced an aggregate amount of $15,000,000 to the Issuer (the "Convertible Debt" or "Associated Debt"). The Associated Debt is convertible, at the election of each person or entity entitled to exercise the right to elect a voluntary conversion with respect to an interest in the Associated Debt (each, a "Conversion Right Holder" and collectively, the "Conversion Right Holders"), into a number of Common Stock shares equal to (A) the amount of Associated Debt (including interest accrued and required to be paid in kind by being added to the principal balance thereof (such amounts, "PIK Amounts"))
(Continued from footnote 2) such Conversion Right Holder elects to convert, divided by (B) $9.34 (the "Conversion Right"). As of the Effective Date, SVB (i) sold a participation interest in $3,750,000 of its interest in the Associated Debt (such portion of the Associated Debt, the "Participated Debt" and the remaining portion of the Associated Debt held by SVB, the "Remaining SVB Associated Debt"), and assigned the Conversion Right related to the Participated Debt (including PIK Amounts) to Fund VIII-A and (ii) assigned its Conversion Right with respect to the Remaining SVB Associated Debt (including PIK Amounts) to SVB Financial. The Conversion Right Holders may voluntarily convert all or any part of the Associated Debt (including PIK Amounts)
(Continued from footnote 3) at any time, provided that if the closing price per share of Issuer's Common Stock is equal to or greater than $24.00 for thirty (30) consecutive trading days, then the Associated Debt (including PIK Amounts) will mandatorily convert to Common Stock on the following trading day. The Associated Debt (including PIK Amounts) will be convertible for so long as such indebtedness remains outstanding.
On September 1, 2022, the PIK Amounts set forth on Table II were added to the outstanding principal balance of the Associated Debt (including previously accrued PIK Amounts). The conversion of Associated Debt (including PIK Amounts) into Common Stock is limited to an amount of Common Stock which would not result in (i) the maximum aggregate number of Common Stock issuable to all Conversion Right Holders 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 the Effective Date or (ii) the maximum aggregate number of Common Stock of the Issuer owned or held by SVB Financial beneficially and/or of record exceeding 19.99% of the Issuer's then-total issued and outstanding shares of Common Stock.
Reflects Associated Debt (other than Participated Debt) held directly by SVB (including PIK Amounts), with the related Conversion Right exercisable by SVB Financial.
Reflects Associated Debt (including PIK Amounts) and the related Conversion Right held directly by Fund VIII. Fund VIII GP is the general partner of Fund VIII and may be deemed to beneficially own indirectly Associated Debt and the related Conversion Right held directly by Fund VIII.
Reflects Participated Debt in which Fund VIII-A holds directly a participation interest (including PIK Amounts) and the related Conversion Right held directly by Fund VIII-A. Fund VIII-A GP is the general partner of Fund VIII-A and may be deemed to beneficially own indirectly an interest in Participated Debt (including PIK Amounts) and the related Conversion Right held directly by Fund VIII-A.
SVB Financial may be deemed to beneficially own indirectly any Associated Debt (including PIK Amounts and interests in Participated Debt) and Conversion Rights held by the Fund VIII Entities and the Fund VIII-A Entities. SVB Financial is the manager of Fund VIII GP and Fund VIII-A GP and the investment adviser to Fund VIII and Fund VIII-A. SVB is a wholly-owned subsidiary of SVB Financial.
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
/s/ Karen Hon, Karen Hon, Chief Accounting Officer, SVB Financial Group
2022-09-01
/s/ Andrew Olson, Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII, LLC
2022-09-01
/s/ Andrew Olson, Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII, LLC, general partner of SVB Innovation Credit Fund VIII, L.P.
2022-09-01
/s/ Andrew Olson, Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII-A, LLC
2022-09-01
/s/ Andrew Olson, Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII-A, LLC, general partner of Innovation Credit Fund VIII-A, L.P.
2022-09-01