Achieve Life Sciences (ACHV) draws new passive holder near 10%

Rhea-AI Filing Summary

Logos Global Management LP and affiliated funds reported passive beneficial ownership of common stock of Achieve Life Sciences, Inc. (ACHV) on a Schedule 13G. Logos Global, its related entities, and control persons Arsani William and Graham Walmsley collectively report beneficial ownership of up to 10,538,440 shares of common stock on a shared-voting and shared-dispositive basis, representing 9.99% of the class, calculated on 102,902,490 shares outstanding as of August 11, 2026.

The reported securities include 6,951,032 shares of common stock, standard options to acquire 1,000,000 shares, and warrants to acquire 2,751,032 shares, with these warrants subject to a 9.99% beneficial ownership limitation. The Global Fund and Opportunities Fund V each hold positions of about 5% of the class, for the benefit of their respective investors. The reporting persons state the holdings were not acquired and are not held for the purpose of changing or influencing control and disclaim beneficial ownership except to the extent of their pecuniary interests.

Key Figures

Shares outstanding: 102,902,490 shares Logos Global beneficial ownership: 10,538,440 shares Logos Global ownership percentage: 9.99% +5 more

8 metrics

Shares outstanding 102,902,490 shares Common Stock outstanding on August 11, 2026, per issuer Form 10-Q

Logos Global beneficial ownership 10,538,440 shares Shares of Common Stock beneficially owned by Logos Global and related reporting persons

Logos Global ownership percentage 9.99% Percent of Achieve Life Sciences Common Stock class

Common Stock component 6,951,032 shares Shares of Common Stock included in the Logos Global aggregate holding

Options held 1,000,000 shares Standard options to acquire Common Stock included in Logos Global holding

Warrants held 2,751,032 shares Warrants to acquire Common Stock subject to 9.99% beneficial ownership limitation

Global Fund ownership 5,200,000 shares (5.1%) Common Stock and options held by Logos Global Master Fund LP

Opportunities Fund V ownership 5,338,440 shares (5.0%) Common Stock and warrants held by Logos Opportunities Fund V LP

Key Terms

beneficial ownership limitation, pecuniary interest, Schedule 13G, investment adviser, +1 more

5 terms

beneficial ownership limitation financial

"warrants to acquire 2,751,032 shares of Common Stock which warrants are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

pecuniary interest financial

"Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest"

Schedule 13G regulatory

"EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

investment adviser financial

"Logos Global is the investment adviser to investment funds, including Global Fund and Opp V Fund"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

shared dispositive power financial

"Shared Dispositive Power 10,538,440.00"

FAQ

What percentage of ACHV does Logos Global Management report owning on this Schedule 13G?

Logos Global Management LP and related reporting persons report beneficial ownership of 9.99% of Achieve Life Sciences’ common stock, based on 102,902,490 shares outstanding as of August 11, 2026, as stated in Achieve’s Form 10-Q.

How many ACHV shares are reported as beneficially owned by Logos Global Management?

The reporting persons disclose beneficial ownership of 10,538,440 shares of Achieve Life Sciences common stock. This total includes 6,951,032 shares, options for 1,000,000 shares, and warrants for 2,751,032 shares, all with shared voting and dispositive power.

What is the 9.99% beneficial ownership limitation mentioned for ACHV warrants?

The filing states that warrants to acquire 2,751,032 ACHV shares are subject to a 9.99% beneficial ownership limitation, which restricts exercises that would cause the holder’s beneficial ownership to exceed 9.99% of the company’s outstanding common stock.

What positions do Logos Global Master Fund and Logos Opportunities Fund V hold in ACHV?

Logos Global Master Fund reports beneficial ownership of 5,200,000 ACHV shares, or about 5.1% of the class, while Logos Opportunities Fund V reports 5,338,440 shares, or 5.0%, each calculated on 102,902,490 shares outstanding as of August 11, 2026.

Do the Logos entities intend to influence control of Achieve Life Sciences (ACHV)?

The reporting persons certify that the ACHV securities were not acquired and are not held for the purpose or effect of changing or influencing control of Achieve Life Sciences, and are not held in connection with any control-related transaction.

How do the reporting persons describe their beneficial ownership of ACHV shares?

Each reporting person disclaims beneficial ownership of Achieve Life Sciences common stock except to the extent of that person’s pecuniary interest, and states that the funds hold the stock for the benefit of their respective investors.

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Available on EDGAR 08/17/2026 - 07:44 PM Accepted by SEC EDGAR 08/17/2026 - 07:43 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ACHIEVE LIFE SCIENCES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

004468500

(CUSIP Number)

05/11/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos Global Management LP

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,538,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,538,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,538,440.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: The securities reported herein consist of 6,951,032 shares of Common Stock, standard options to acquire 1,000,000 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos Global Management GP LLC

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,538,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,538,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,538,440.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: The securities reported herein consist of 6,951,032 shares of Common Stock, standard options to acquire 1,000,000 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos Global Master Fund LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,200,000.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The securities reported herein consist of 4,200,000 shares of Common Stock and standard options to acquire 1,000,000 shares of Common Stock. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos GP LLC

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,200,000.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: The securities reported herein consist of 4,200,000 shares of Common Stock and standard options to acquire 1,000,000 shares of Common Stock. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos Opportunities Fund V LP

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,338,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,338,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,338,440.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The securities reported herein consist of 2,751,032 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Logos Opportunities V GP LLC

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,338,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,338,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,338,440.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: The securities reported herein consist of 2,751,032 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Arsani William

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,538,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,538,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,538,440.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The securities reported herein consist of 6,951,032 shares of Common Stock, standard options to acquire 1,000,000 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

CUSIP Number(s): 004468500

1

Names of Reporting Persons

Graham Walmsley

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,338,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,338,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,338,440.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The securities reported herein consist of 2,751,032 shares of Common Stock and warrants to acquire 2,751,032 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 102,902,490 shares of Common Stock outstanding on August 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2026.

SCHEDULE 13G

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: Logos Global Management LP ("Logos Global") Logos Global Management GP LLC ("Logos Global GP") Logos Global Master Fund LP ("Global Fund") Logos GP LLC ("Logos GP") Logos Opportunities Fund V LP ("Opp V Fund") Logos Opportunities V GP LLC ("Opp V GP") Arsani William Graham Walmsley Logos Global is the investment adviser to investment funds, including Global Fund and Opp V Fund. Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Global Fund. Opp V GP is the general partner of Opp V Fund. Dr. William is a control person of Logos Global, Logos Global GP and Logos GP. Dr. William and Dr. Walmsley are the control persons of Opp V GP. The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Global Fund or Opp V Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 004468500
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: Logos Global: 10,538,440 Logos Global GP: 10,538,440 Global Fund: 5,200,000 Logos GP: 5,200,000 Opp V Fund: 5,338,440 Opp V GP: 5,338,440 Arsani William: 10,538,440 Graham Walmsley: 5,338,440
(b)	Percent of class: Logos Global: 9.99% Logos Global GP: 9.99% Global Fund: 5.1% Logos GP: 5.1% Opp V Fund: 5.0% Opp V GP: 5.0% Arsani William: 9.99% Graham Walmsley: 5.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Logos Global: 0 Logos Global GP: 0 Global Fund: 0 Logos GP: 0 Opp V Fund: 0 Opp V GP: 0 Arsani William: 0 Graham Walmsley: 0
	(ii) Shared power to vote or to direct the vote: Logos Global: 10,538,440 Logos Global GP: 10,538,440 Global Fund: 5,200,000 Logos GP: 5,200,000 Opp V Fund: 5,338,440 Opp V GP: 5,338,440 Arsani William: 10,538,440 Graham Walmsley: 5,338,440
	(iii) Sole power to dispose or to direct the disposition of: Logos Global: 0 Logos Global GP: 0 Global Fund: 0 Logos GP: 0 Opp V Fund: 0 Opp V GP: 0 Arsani William: 0 Graham Walmsley: 0
	(iv) Shared power to dispose or to direct the disposition of: Logos Global: 10,538,440 Logos Global GP: 10,538,440 Global Fund: 5,200,000 Logos GP: 5,200,000 Opp V Fund: 5,338,440 Opp V GP: 5,338,440 Arsani William: 10,538,440 Graham Walmsley: 5,338,440
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Each of Global Fund and Opp V Fund hold the Common Stock for the benefit of each of its respective investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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. 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.

Logos Global Management LP

Signature:	/s/ Arsani William
Name/Title:	Managing Partner
Date:	08/17/2026

Logos Global Management GP LLC

Signature:	/s/ Arsani William
Name/Title:	Managing Member
Date:	08/17/2026

Logos Global Master Fund LP

Signature:	/s/ Arsani William
Name/Title:	Managing Member of Logos GP LLC, General Partner of Logos Global Master Fund LP
Date:	08/17/2026

Logos GP LLC

Signature:	/s/ Arsani William
Name/Title:	Managing Member
Date:	08/17/2026

Logos Opportunities Fund V LP

Signature:	/s/ Arsani William
Name/Title:	Managing Member of Logos Opportunities V GP LLC, General Partner of Logos Opportunities Fund V LP
Date:	08/17/2026

Logos Opportunities V GP LLC

Signature:	/s/ Arsani William
Name/Title:	Managing Member
Date:	08/17/2026

Arsani William

Signature:	/s/ Arsani William
Name/Title:	Reporting person
Date:	08/17/2026

Graham Walmsley

Signature:	/s/ Graham Walmsley
Name/Title:	Reporting person
Date:	08/17/2026

Exhibit Information

EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G