SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on November 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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ACHIEVE LIFE SCIENCES, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
004468500 (CUSIP Number) |
09/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Contrarian Alpha, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Contrarian Achieve SPV, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,377.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Contrarian Achieve GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,377.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Contrarian Alpha GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Contrarian Alpha Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 004468500 |
| 1 | Names of Reporting Persons
Parker Quillen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,528,377.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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, Washington, 98021 | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
Contrarian Achieve SPV LP, a Delaware limited partnership ("Contrarian Achieve");
Contrarian Alpha, LP, a Delaware limited partnership ("Contrarian Alpha");
Contrarian Achieve GP LLC, a Delaware limited liability company ("Achieve GP");
Contrarian Alpha GP, LLC, a New York limited liability company ("Alpha GP");
Contrarian Alpha Management, LLC, a New York limited liability company ("Contrarian Alpha Management"); and
Parker Quillen, a United States citizen ("Mr. Quillen"); | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 22 Fieldview Lane, East Hampton, NY 11937. | |
| (c) | Citizenship:
Contrarian Achieve is a Delaware limited partnership
Contrarian Alpha is a Delaware limited partnership
Achieve GP is a Delaware limited liability company
Alpha GP is a New York limited liability company
Contrarian Alpha Management is a New York limited liability company
Mr. Quillen is a citizen of the United States. | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of November 14, 2025:
Contrarian Achieve beneficially owned a total of 1,978,377 shares of Common Stock consisting of 1,318,918 shares of Common Stock held directly and warrants currently exercisable for 659,459 shares of Common Stock.
Contrarian Alpha beneficially owned a total of 550,000 shares of Common Stock consisting of 350,000 shares of Common Stock held directly and warrants currently exercisable for 200,000 shares of Common Stock.
Achieve GP, as the general partner of Contrarian Achieve, may be deemed to beneficially own the total of 1,978,377 shares of Common Stock beneficially owned by Contrarian Achieve.
Alpha GP, as the general partner of Contrarian Alpha, may be deemed to beneficially own the total of 550,000 shares of Common Stock beneficially owned by Contrarian Alpha.
Contrarian Alpha Management, as the investment manager of Contrarian Alpha, may be deemed to beneficially own the total of 550,000 shares of Common Stock beneficially owned by Contrarian Alpha.
Mr. Quillen, as the manager of Achieve GP and Alpha GP, may be deemed to beneficially own the total of 2,528,377 shares of Common Stock beneficially owned by Achieve GP and Alpha GP. | |
| (b) | Percent of class:
The following percentage is based on 51,104,968 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025.
As of November 14, 2025, the Reporting Persons may be deemed to have beneficially owned approximately 4.9% of the outstanding Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-8. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A to the Schedule 13G filed by the Reporting Persons with respect to the Issuer on November 28, 2022. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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