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