Form SCHEDULE 13G ACHIEVE LIFE SCIENCES, Filed by: Frazier Life Sciences Public Fund, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Achieve Life Sciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
04/17/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,625,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLSP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,625,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLSP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,625,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Frazier Life Sciences XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,958.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLS XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,958.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLS XI, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,958.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Frazier Life Sciences XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
777,090.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLS XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
777,090.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
FHMLS XII, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
777,090.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.
SCHEDULE 13G
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| 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. | ||
| (a) | Name of person filing:
The entities filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite 200B
Palo Alto, CA 94304
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| (c) | Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| 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: | |
| (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 § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 6,625,788 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS XI directly holds 61,958 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 777,090 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Pre-Funded Warrants") or warrants to acquire shares of Common Stock (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Pre-Funded Warrants to purchase 89,204 shares of Common Stock and Common Warrants to purchase 6,714,992 shares of Common Stock, (ii) FLS XI holds Pre-Funded Warrants to purchase 834 shares of Common Stock and Common Warrants to purchase 62,792 shares of Common Stock and (iii) FLS XII holds Pre-Funded Warrants to purchase 10,462 shares of Common Stock and Common Warrants to purchase 787,552 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Statement shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement or a member of a "group" with any other person. | |
| (b) | Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
%
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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:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
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| (ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
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| (iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |
ATTACHMENTS / EXHIBITS