SEC Form SC 13G filed by Achieve Life Sciences Inc.
CUSIP NO. 004468500 13G Page 1 of 14
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, par value $0.001
(Title of Class of Securities)
004468500
(CUSIP Number)
February 29, 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:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*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).
CUSIP NO. 004468500 13G Page 2 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
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
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,365,7551
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON
HC, CO (See Item 4)
1 Includes 2,181,025 shares of Common Stock issuable on the exercise of warrants.
CUSIP NO. 004468500 13G Page 3 of 14
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson2
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
(See Item 4)
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
2 shares of common stock of Franklin Resources, Inc. held in a revocable trust for which Mr. C.B. Johnson is trustee, as well as shares held in 401(k) Plan, shares held in an individual retirement account, and shares held by three private charitable foundations for which he is a trustee with shared voting and investment power (Mr. C.B. Johnson disclaims beneficial ownership of such shares).
CUSIP NO. 004468500 13G Page 4 of 14
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.3
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
(See Item 4)
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
3 shares of common stock of Franklin Resources, Inc. held in a revocable trust for which Mr. R. H. Johnson, Jr. is trustee, as well as shares held in 401(k) Plan, shares held in an individual retirement account, shares held by his spouse (Mr. R. H. Johnson, Jr. disclaims beneficial ownership of such shares), and shares held by a private charitable foundation for which he is a trustee (Mr. R. H. Johnson, Jr. disclaims beneficial ownership of such shares).
CUSIP NO. 004468500 13G Page 5 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
4,365,755
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
4,365,755
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,365,755
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON
IA, CO (See Item 4)
CUSIP NO. 004468500 13G Page 6 of 14
Item 1.
(a) Name of Issuer
Achieve Life Sciences, Inc.
(b) Address of Issuer's Principal Executive Offices
22722 29th Dr. SE, Suite 100
Seattle, WA 98021
Item 2.
(a) Name of Person Filing
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Franklin Advisers, Inc.
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403‑1906
(iv): One Franklin Parkway
San Mateo, CA 94403‑1906
(c) Citizenship
(i): Delaware
(ii) and (iii): USA
(iv): California
(d) Title of Class of Securities
Common Stock, par value $0.001
(e) CUSIP Number
004468500
CUSIP NO. 004468500 13G Page 7 of 14
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) [X] 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) [X] 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)(ii)(J);
(k) [ ] Group, in accordance with §240.13d 1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii) (J).
please specify the type of institution:
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open or closed end
investment companies or other managed accounts that are investment management clients of
investment managers that are direct and indirect subsidiaries (each, an “Investment
Management Subsidiary” and, collectively, the “Investment Management Subsidiaries”) of
Franklin Resources Inc. (“FRI”), including the Investment Management Subsidiaries listed
in this Item 4. When an investment management contract (including a sub advisory
agreement) delegates to an Investment Management Subsidiary investment discretion or
voting power over the securities held in the investment advisory accounts that are
subject to that agreement, FRI treats the Investment Management Subsidiary as having sole
investment discretion or voting authority, as the case may be, unless the agreement
specifies otherwise. Accordingly, each Investment Management Subsidiary reports on
Schedule 13G that it has sole investment discretion and voting authority over the
securities covered by any such investment management agreement, unless otherwise noted in
this Item 4. As a result, for purposes of Rule 13d‑3 under the Act, the Investment
Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners
of the securities reported in this Schedule 13G.
Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is
being reported in conformity with the guidelines articulated by the SEC staff in Release
No. 34‑39538 (January 12, 1998) (the “1998 Release”) relating to organizations, such as
FRI, where related entities exercise voting and investment powers over the securities
being reported independently from each other. The voting and investment powers held by
each of FRI’s affiliates whose ownership of securities is disaggregated from that of FRI
in accordance with the 1998 Release (“FRI Disaggregated Affiliates”) are exercised
independently from FRI and from all other Investment Management Subsidiaries (FRI, its
affiliates and the Investment Management Subsidiaries other than FRI Disaggregated
Affiliates are collectively, “FRI Aggregated Affiliates”). Furthermore, internal policies
and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand,
FRI establish informational barriers that prevent the flow among, on the one hand, FRI
Disaggregated Affiliates (including preventing the flow between such entities), and, on
CUSIP NO. 004468500 13G Page 8 of 14
the other hand, the FRI Aggregated Affiliates of information that relates to the voting
and investment powers over the securities owned by their respective investment management
clients. Consequently, FRI Disaggregated Affiliates report the securities over which they
hold investment and voting power separately from the FRI Aggregated Affiliates for
purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in
excess of 10% of the outstanding common stock of FRI and are the principal stockholders
of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule
13d‑3 under the Act, the beneficial owners of securities held by persons and entities for
whom or for which FRI subsidiaries provide investment management services. The number of
shares that may be deemed to be beneficially owned and the percentage of the class of
which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI
and each of the Principal Shareholders. FRI, the Principal Shareholders and each of the
Investment Management Subsidiaries disclaim any pecuniary interest in any of such
securities. In addition, the filing of this Schedule 13G on behalf of the Principal
Shareholders, FRI and the FRI Aggregated Affiliates, as applicable, should not be
construed as an admission that any of them is, and each of them disclaims that it is, the
beneficial owner, as defined in Rule 13d‑3, of any of the securities reported in this
Schedule 13G.
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and
that they are not otherwise required to attribute to each other the beneficial ownership
of the securities held by any of them or by any persons or entities for whom or for which
the Investment Management Subsidiaries provide investment management services.
(a) Amount beneficially owned:
4,365,755
(b) Percent of class:
12.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 4,365,755
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 4,365,755
(iv) Shared power to dispose or to direct the disposition of 0
CUSIP NO. 004468500 13G Page 9 of 14
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
The clients of the Investment Management Subsidiaries, including investment
companies registered under the Investment Company Act of 1940 and other managed
accounts, have the right to receive or power to direct the receipt of dividends
from, and the proceeds from the sale of, the securities reported herein.
Franklin Biotechnology Discovery Fund, a series of Franklin Strategic Series, an
investment company registered under the Investment Company Act of 1940, has an
interest in 4,362,050 shares, or 12.0% of the class of securities reported
herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
See Attached Exhibit C
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 004468500 13G Page 10 of 14
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and
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.
This report shall not be construed as an admission by the persons filing the report
that they are the beneficial owner of any securities covered by this report.
Exhibits.
Exhibit A Joint Filing Agreement
Exhibit B Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C Item 7 Identification and Classification of Subsidiaries
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.
Dated: March 11, 2024
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/THOMAS C. MANDIA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Franklin Advisers, Inc.
Franklin Strategic Series on behalf of
Franklin Biotechnology Discovery Fund
By: /s/ALISON E. BAUR
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Alison E. Baur
Assistant Secretary of Franklin Advisers, Inc.
Vice President and Assistant Secretary of Franklin Strategic Series
CUSIP NO. 004468500 13G Page 11 of 14
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such statement and that such statement
and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on March 11, 2024.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/THOMAS C. MANDIA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Franklin Advisers, Inc.
Franklin Strategic Series on behalf of
Franklin Biotechnology Discovery Fund
By: /s/ALISON E. BAUR
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Alison E. Baur
Assistant Secretary of Franklin Advisers, Inc.
Vice President and Assistant Secretary of Franklin Strategic Series
CUSIP NO. 004468500 13G Page 12 of 14
EXHIBIT B
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023.
/s/CHARLES B. JOHNSON
Signature
Charles B. Johnson ___
Print Name
CUSIP NO. 004468500 13G Page 13 of 14
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023.
/s/RUPERT H. JOHNSON, JR.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 004468500 13G Page 14 of 14
EXHIBIT C
Franklin Advisers, Inc. Item 3 Classification: 3(e)