0001104659-22-120805.txt : 20221121
0001104659-22-120805.hdr.sgml : 20221121
20221121165554
ACCESSION NUMBER: 0001104659-22-120805
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221118
FILED AS OF DATE: 20221121
DATE AS OF CHANGE: 20221121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DIALECTIC CAPITAL MANAGEMENT, LP
CENTRAL INDEX KEY: 0001411512
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221406485
BUSINESS ADDRESS:
STREET 1: 119 ROWAYTON AVENUE
STREET 2: 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
BUSINESS PHONE: 212-230-3220
MAIL ADDRESS:
STREET 1: 119 ROWAYTON AVENUE
STREET 2: 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
FORMER NAME:
FORMER CONFORMED NAME: DIALECTIC CAPITAL MANAGEMENT, LLC
DATE OF NAME CHANGE: 20070904
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FICHTHORN JOHN
CENTRAL INDEX KEY: 0001411509
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221406483
MAIL ADDRESS:
STREET 1: C/O DIALECTIC CAPITAL MANAGEMENT, LLC
STREET 2: 17 STATE STREET, SUITE 3930
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dialectic Life Sciences SPV LLC
CENTRAL INDEX KEY: 0001955360
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221406481
BUSINESS ADDRESS:
STREET 1: C/O DIALECTIC LS MANAGER LLC
STREET 2: 119 ROWAYTON AVENUE, 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
BUSINESS PHONE: (212) 230-3220
MAIL ADDRESS:
STREET 1: C/O DIALECTIC LS MANAGER LLC
STREET 2: 119 ROWAYTON AVENUE, 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dialectic Partners, LLC
CENTRAL INDEX KEY: 0001895109
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221406484
BUSINESS ADDRESS:
STREET 1: 2ND FLOOR 119 ROWAYTON AVE
CITY: NORWALK
STATE: CT
ZIP: 06853
BUSINESS PHONE: 2122303220
MAIL ADDRESS:
STREET 1: 2ND FLOOR 119 ROWAYTON AVE
CITY: NORWALK
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dialectic LS Manager LLC
CENTRAL INDEX KEY: 0001955359
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-80623
FILM NUMBER: 221406482
BUSINESS ADDRESS:
STREET 1: 119 ROWAYTON AVENUE
STREET 2: 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
BUSINESS PHONE: (917) 603-9615
MAIL ADDRESS:
STREET 1: 119 ROWAYTON AVENUE
STREET 2: 2ND FLOOR
CITY: NORWALK
STATE: CT
ZIP: 06853
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
3
1
tm2230938-1_3.xml
OWNERSHIP DOCUMENT
X0206
3
2022-11-18
0
0000949858
ACHIEVE LIFE SCIENCES, INC.
ACHV
0001411512
DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK
CT
06853
0
0
1
0
0001895109
Dialectic Partners, LLC
2ND FLOOR 119 ROWAYTON AVE
NORWALK
CT
06853
0
0
1
0
0001411509
FICHTHORN JOHN
C/O DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK
CT
06853
0
0
1
0
0001955359
Dialectic LS Manager LLC
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK
CT
06853
0
0
1
0
0001955360
Dialectic Life Sciences SPV LLC
C/O DIALECTIC LS MANAGER LLC
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK
CT
06853
0
0
1
0
Common Stock, par value $0.001 per share
3494000
I
By: Dialectic Life Sciences SPV LLC
Common Stock, par value $0.001 per share
55000
I
By: John Fichthorn
Common Stock Warrants (right to buy)
4.50
2023-05-18
2029-11-18
Common Stock
1747000
I
By: Dialectic Life Sciences SPV LLC
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.
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.
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.
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.
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.
/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)
2022-11-21