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

(Title of Class of Securities)

 

004468500

 

(CUSIP Number)

 

3/4/2024

 

(Date of Event which Requires Filing of this Statement)

 

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

 

☐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).

 

 

 

 

 

 

1.

Names of Reporting Persons.

 

Propel Bio Management LLC

2.

Check the Appropriate Box if a Member of a Group

     

(a) ☐

(b) ☐
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

 

2,235,247

6.

Shared Voting Power

 

98,929

7.

Sole Dispositive Power

 

2,235,247

8.

Shared Dispositive Power

 

98,929

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,334,176 (1)

10.

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

 

    ☐  
11.

Percent of Class Represented by Amount in Row (9)

 

6.81% (1)(2)

12.

Type of Reporting Person

 

IA

       
(1)The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G.
(2)Calculations are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 28, 2024.

 

1

 

 

1.

Names of Reporting Persons.

 

Leen Kawas

2.

Check the Appropriate Box if a Member of a Group

     

(a) ☐

(b) ☐
3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

2,235,247

6.

Shared Voting Power

 

98,929

7.

Sole Dispositive Power

 

2,235,247

8.

Shared Dispositive Power

 

98,929

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,334,176 (1)

10.

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

 

    ☐  
11.

Percent of Class Represented by Amount in Row (9)

 

6.81% (1)(2)

12.

Type of Reporting Person

 

IN

       
(1)

The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G.
(2)

Calculations are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 28, 2024.

 

2

 

 

1.

Names of Reporting Persons.

 

Richard Kayne

2.

Check the Appropriate Box if a Member of a Group

     

(a) ☐

(b) ☐
3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

2,235,247

6.

Shared Voting Power

 

98,929

7.

Sole Dispositive Power

 

2,235,247

8.

Shared Dispositive Power

 

98,929

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,334,176 (1)

10.

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

 

    ☐  
11.

Percent of Class Represented by Amount in Row (9)

 

6.81% (1)(2)

12.

Type of Reporting Person

 

IN

       
(1)

The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G.
(2)

Calculations are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 28, 2024.

 

3

 

 

1.

Names of Reporting Persons.

 

Propel Bio Partners LLC

2.

Check the Appropriate Box if a Member of a Group

     

(a) ☐

(b) ☐
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

 

2,235,247

6.

Shared Voting Power

 

98,929

7.

Sole Dispositive Power

 

2,235,247

8.

Shared Dispositive Power

 

98,929

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,334,176 (1)

10.

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

 

    ☐  
11.

Percent of Class Represented by Amount in Row (9)

 

6.81% (1)(2)

12.

Type of Reporting Person

 

OO

       
(1)

The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G.
(2)

Calculations are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 28, 2024.

 

4

 

 

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.

 

Propel Bio Management, LLC

 

  (a) Name of Person Filing: Propel Bio Management, LLC

 

  (b) Address of Principal Business Office, or if None, Residence:

 

11620 Wilshire Blvd.

Suite 350

Los Angeles, CA 90025

 

  (c) Citizenship: Delaware

 

  (d) Title of Class of Securities: Common Stock, $0.0001 par value per share

 

(e)

CUSIP Number: 004468500

 

Leen Kawas

 

  (a) Name of Person Filing: Leen Kawas

 

  (b) Address of Principal Business Office, or if None, Residence:

 

11620 Wilshire Blvd.

Suite 350

Los Angeles, CA 90025

 

  (c) Citizenship: United States

 

  (d) Title of Class of Securities: Common Stock, $0.0001 par value per share

 

  (e) CUSIP Number: 004468500

 

Richard Kayne

 

(a) Name of Person Filing: Richard Kayne

 

  (b) Address of Principal Business Office, or if None, Residence:

 

11620 Wilshire Blvd.

Suite 350

Los Angeles, CA 90025

 

5

 

 

  (c) Citizenship: United States

 

  (d) Title of Class of Securities: Common Stock, $0.001 par value per share
     
  (e)

CUSIP Number: 004468500

 

Propel Bio Partners LLC

 

  (a) Name of Person Filing: Propel Bio Partners LLC

 

  (b) Address of Principal Business Office, or if None, Residence:

 

11620 Wilshire Blvd.

Suite 350

Los Angeles, CA 90025

 

  (c) Citizenship: California

 

  (d)

Title of Class of Securities: Common Stock, $0.001 par value per share

 

  (e) CUSIP Number: 004468500

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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 ss.240.13d-1(b)(1)(ii)(E);
       
  (f) ☐ An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with ss.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) ☐ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

6

 

 

ITEM 4. OWNERSHIP.

 

Propel Bio Management, LLC

 

  (a) Amount beneficially owned: 2,334,176 (1)(2)(4)

 

  (b) Percent of class: 6.81% (1)(2)(4)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 2,235,247

 

  (ii) Shared power to vote or to direct the vote: 98,929

 

  (iii) Sole power to dispose or to direct the disposition of: 2,235,247

 

  (iv) Shared power to dispose or to direct the disposition of: 98,929

 

Leen Kawas

 

  (a) Amount beneficially owned: 2,334,176 (1)(2)(4)

 

  (b) Percent of class: 6.81% (1)(2)(4)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 2,235,247

 

  (ii) Shared power to vote or to direct the vote: 98,929

 

  (iii) Sole power to dispose or to direct the disposition of: 2,235,247

 

  (iv) Shared power to dispose or to direct the disposition of: 98,929

 

Ric Kayne

 

  (a) Amount beneficially owned: 2,334,176 (1)(2)(4)

 

  (b) Percent of class: 6.81% (1)(2)(4)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 2,235,247

 

  (ii) Shared power to vote or to direct the vote: 98,929

 

  (iii) Sole power to dispose or to direct the disposition of: 2,235,247

 

  (iv) Shared power to dispose or to direct the disposition of: 98,929

 

7

 

 

Propel Bio Partners LLC

 

  (a) Amount beneficially owned: 2,334,176 (2)(3)(4)

 

  (b) Percent of class: 6.81% (2)(3)(4)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 2,235,247

 

  (ii) Shared power to vote or to direct the vote: 98,929

 

  (iii) Sole power to dispose or to direct the disposition of: 2,235,247

 

  (iv) Shared power to dispose or to direct the disposition of: 98,929

 

FOOTNOTES

 

(1) 2,334,176 Shares are directly owned by a private investment fund, special purpose vehicle and an investment company registered under the Investment Company Act of 1940, as amended, for which Propel Bio Management LLC (“Propel”) and Ms. Kawas provide discretionary advisory services. Ms. Kawas is the sole owner of Propel, and possesses voting control and/or the power to direct the disposition of the Shares. Accordingly, for purposes of Rule 13d-3, Propel and Ms. Kawas may be deemed to beneficially own the Shares. In accordance with Rule 13d-4, Propel and Ms. Kawas expressly disclaim beneficial ownership of the Shares.
(2) Calculations are based on 34,251,911 common shares outstanding as of March 28, 2024, as disclosed by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 28, 2024.
(3) Propel Bio Partners LLC (“General Partner”) serves as the general partner to a private investment fund managed by Propel. Ms. Kawas and Mr. Kayne are control persons of the General Partner. For purposes of Rule 13d-3, the General Partner possesses voting control and/or power to direct the disposition of the Shares held by the private fund. In accordance with Rule 13d-4, Ms. Kawas, Mr. Kayne, and the General Partner each expressly disclaim beneficial ownership of the Shares.
(4) In accordance with Rule 13d-4, Ms. Kawas, Mr. Kayne, and the General Partner each expressly disclaim beneficial ownership of the Shares.

 

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.

 

Reporting persons are holding 6.81% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not Applicable.

 

8

 

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not Applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 

Not Applicable.

 

ITEM 10. CERTIFICATION.

 

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 such purpose or effect.

 

9

 

 

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.

 

  May 17, 2024
  Date
   
  /s/ Leen Kawas/Managing Member
  Signature
   
  Leen Kawas/Managing Member
  Name/Title

 

10

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