SEC Form SC 13G/A filed by Achieve Life Sciences Inc. (Amendment)

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.

  Names of Reporting Persons.

  SVB Financial Group

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  858,382

  Shared Voting Power:

  858,382⁽¹⁾

  Sole Dispositive Power:

  858,382

  Shared Dispositive Power:

  858,382⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,716,764⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.8%⁽³⁾

  Type of Reporting Person (See Instructions)

  HC-CO-IA

Consists of 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P., and 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P., in each case as of December 31, 2022, upon the full exercise of contingent convertible debt. The exercise of such conversion is subject to (i) the maximum aggregate number of Common Stock issuable to the Reporting Persons or other conversion right holders (if any) not 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 December 22, 2021 (the “Primary Conversion Limit”) and (ii) the maximum aggregate number of shares of the Issuer owned or held by SVB Financial Group beneficially and/or of record not exceeding 19.99% of the Issuer’s then-total issued and outstanding shares of Common Stock (the “Secondary Conversion Limit”).

Consists of 858,382 shares of Common Stock issuable to SVB Financial Group, 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P., and 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P., in each case as of December 31, 2022, upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,710,747 shares of Common Stock outstanding at November 10, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022, (ii) 8,186,282 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2022, (iii) 858,382 shares of Common Stock issuable to SVB Financial Group, (iv) 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. and (v) 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P., in each of cases (iii)-(v) as of December 31, 2022 and upon the full exercise of contingent convertible debt.

  Names of Reporting Persons.

  SVB Innovation Credit Partners VIII, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  429,191⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  429,191⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  429,191⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  2.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Consists of 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. as of December 31, 2022 upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,710,747 shares of Common Stock outstanding at November 10, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, (ii) 8,186,282 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2022 and (iii) 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. as of December 31, 2022.

  Names of Reporting Persons.

  SVB Innovation Credit Fund VIII, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  429,191⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  429,191⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  429,191⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  2.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Consists of 429,191shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. as of December 31, 2022 upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,710,747 shares of Common Stock outstanding at November 10, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, (ii) 8,186,282 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2022 and (iii) 429,191 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. as of December 31, 2022.

  Names of Reporting Persons.

  SVB Innovation Credit Partners VIII-A, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  429,191⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  429,191⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  429,191⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  2.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Consists of 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. as of December 31, 2022 upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,710,747 shares of Common Stock outstanding at November 10, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, (ii) 8,186,282 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2022 and (iii) 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. as of December 31, 2022.

  Names of Reporting Persons.

  Innovation Credit Fund VIII-A, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  429,191⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  429,191⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  429,191⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  2.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Consists of 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. as of December 31, 2022 upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,710,747 shares of Common Stock outstanding at November 10, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, (ii) 8,186,282 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2022 and (iii) 429,191 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. as of December 31, 2022.

Name of Issuer:

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

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:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.