Alyeska Reports 4.9M Shares and Capped Warrants in ACHV

Rhea-AI Filing Summary

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 4,918,822 shares of Achieve Life Sciences (ACHV), representing 9.9% of the outstanding common stock. The reporting persons directly hold 3,504,333 shares and also hold warrants exercisable in form for up to 2,804,333 shares, but the warrants contain a 9.9% exercise cap so only 1,414,489 warrant shares are currently exercisable and included in the reported total. The percentage calculation uses the issuer's stated outstanding share count of 49,685,072. The filers state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Material, transparent disclosure: Reports beneficial ownership equal to 9.9% of ACHV, providing clarity to the market
• Exercise cap on warrants: Warrants are limited so only 1,414,489 warrant shares are currently exercisable, reducing immediate dilution or control shifts
• Joint filing and certifications: Reporting persons file jointly and certify holdings are in the ordinary course and not for control

Negative

• None.

Insights

Securities Analyst

TL;DR: A 9.9% stake is material but appears structured to avoid control thresholds; ownership mixes shares and capped warrants.

The filing discloses a material 9.9% economic interest in Achieve Life Sciences composed of 3,504,333 currently held shares plus warrants with constrained exercisability that limit additional dilution to maintain the 9.9% cap. For investors, the combination of direct shares and capped warrants is important because it shows potential upside exposure without immediate control implications. The use of a Schedule 13G and the certification that holdings are in the ordinary course indicates the filers view this as a passive position rather than an activist or control-seeking stake.

Corporate Governance Expert

TL;DR: Filing signals a passive, significant holder; governance impact is limited by the stated non-control intent and exercise cap.

The reporters disclose joint filing and shared voting/dispositive power over 4,918,822 shares. The warrant terms that cap exercise to ensure holdings do not exceed 9.9% reduce immediate governance risk to the company. However, a sub-10% shareholder can still be influential in specific situations; the certification clarifies intent but does not legally preclude future changes. The joint filing statement clarifies shared responsibility for disclosures among the reporting persons.

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, par value $0.001 per share

(Title of Class of Securities)

004468500

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Alyeska Investment Group, L.P.

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 4,918,822.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,918,822.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,918,822.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Alyeska Fund 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 4,918,822.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,918,822.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,918,822.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Anand Parekh

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 4,918,822.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,918,822.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,918,822.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

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.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 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: 4,918,822
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4,918,822
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,918,822
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.

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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2025

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2025

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	08/14/2025

Exhibit Information

Item 4. Ownership: The reporting persons are the beneficial owners of 3,504,333 shares of Common Stock of the Issuer and hold warrants to purchase 2,804,333 shares of the Issuer's Common Stock (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of June 30, 2025 the reporting persons may only exercise up to 1,414,489 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 49,685,072 outstanding Common Stock of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on June 27, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

How many ACHV shares do Alyeska reporting persons beneficially own?

They report beneficial ownership of 4,918,822 shares, representing 9.9% of the outstanding common stock.

How is the 4,918,822 figure composed between shares and warrants?

The filers hold 3,504,333 shares and warrants for 2,804,333 shares, but only 1,414,489 warrant shares are exercisable due to a 9.9% cap.

What outstanding share count was used to calculate the percentage ownership?

The percentage assumes 49,685,072 outstanding shares, based on the issuer's prospectus referenced in the filing.

Do the filers state an intent to influence control of ACHV?

No; the filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who are the reporting persons listed on the Schedule 13G?

The filing names Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh as reporting persons.