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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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).

(3) John Francis owns 22,150 shares individually. He and his wife also own 12,000 shares jointly. John Francis shares voting and dispositive power of the shares.

(4) This amount compromises beneficial ownership of 682,798 shares of Common Stock, which consists of (i) 432,432 shares of Common Stock currently which are restricted and held at a transfer agent plus (ii) 216,216 shares of Common Stock issuable upon exercise of Warrant, plus (iii) 12,000 shares of Common Stock held jointly by John Francis and his wife plus (iv) 22,150 shares of Common Stock held individually by John Francis. All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.8% of the Common Stock, based on (i) 17,897,029 shares of the Issuer's Common Stock outstanding as of December 15, 2022 represented on the Form S-3 filed with the SEC on December 29, 2022, plus (ii) 216,216 shares of Common Stock issuable upon exercise of the Warrant.

AMENDMENT NO. 3 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission with respect to the Common Stock of the Issuer on January 7, 2021, Amendment No. 1 thereto filed on February 16, 2021, and Amendment No. 2 thereto filed on February 14, 2022 (as so amended, the "Schedule 13G/A"). Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are amended and restated to read in their entirety as follows:

(e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940

(g) [x] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

Note 5:

Francis Capital Management, LLC is registered as an investment adviser with the State of California. Francis Capital Management, LLC, which serves as the general partner and investment manager to Catalysis Partners, LLC, (the "Fund"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Mr. John Francis, as Managing Member of Francis Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund.

Note 6:

This amount compromises beneficial ownership of 648,648 shares of Common Stock, which consists of (i) 432,432 shares of Common Stock currently which are restricted and held at a transfer agent plus (ii) 216,216 shares of Common Stock issuable upon exercise of a warrant held by Catalysis Partners, LLC (the "Warrant"). All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.6% of the Common Stock, based on (i) 17,897,029 shares of the Issuer's Common Stock outstanding as of December 15, 2022, represented on the Form S-3 filed with the Securities and Exchange Commission ("SEC") on December 29, 2022, plus (ii) 216,216 shares of Common Stock issuable upon exercise of the Warrant.

Note 7:

This amount compromises beneficial ownership of 682,798 shares of Common Stock, which consists of (i) 432,432 shares of Common Stock currently which are restricted and held at a transfer agent plus (ii) 216,216 shares of Common Stock issuable upon exercise of Warrant, plus (iii) 12,000 shares of Common Stock held jointly by John Francis and his wife plus (iv) 22,150 shares of Common Stock held individually by John Francis. All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.8% of the Common Stock, based on (i) 17,897,029 shares of the Issuer's Common Stock outstanding as of December 15, 2022, represented on the Form S-3 filed with the SEC on December 29, 2022, plus (ii) 216,216 shares of Common Stock issuable upon exercise of the Warrant.

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 5 percent of the class of securities, check the following [ X ].

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its 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. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2023

CATALYSIS PARTNERS, LLC

By: Francis Capital Management, LLC, its General Partner

By: /s/ John Francis

Name: John Francis

Title: Managing Member

FRANCIS CAPITAL MANAGEMENT, LLC

By: /s/ John Francis

Name: John Francis

Title: Managing Member

JOHN FRANCIS

By: /s/ John Francis

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).