SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on July 8, 2026
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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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Achieve Life Sciences, Inc. (Name of Issuer) | |
Common Stock, par value $0.001 per share (Title of Class of Securities) | |
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07/06/2026 (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)
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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 Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity Fund Holdings, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,944,430.00 | ||||||||
| 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)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 972,215 shares of common stock, par value $0.001 per share (the "Common Stock") of Achieve Life Sciences, Inc. (the "Issuer"), and (ii) 972,215 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. The shares of Common Stock and warrants are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the Securities and Exchange Commission (the "SEC") on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
SCHEDULE 13G
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| CUSIP Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity Co-Invest, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,220,358.00 | ||||||||
| 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)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 610,179 shares of Common Stock of the Issuer, and (ii) 610,179 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. The shares of Common Stock and warrants are held of record by Vivo Opportunity Co-Invest, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Co-Invest, L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
SCHEDULE 13G
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| CUSIP Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity Co-Invest (Cycle 3), 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,140,852.00 | ||||||||
| 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)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 1,070,426 shares of Common Stock of the Issuer, and (ii) 1,070,426 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. The shares of Common Stock and warrants are held of record by Vivo Opportunity Co-Invest (Cycle 3), L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Co-Invest (Cycle 3), L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
SCHEDULE 13G
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| CUSIP Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity, 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: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,305,640.00 | ||||||||
| 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)
OO |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 2,652,820 shares of Common Stock of the Issuer held by Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P., and (ii) 2,652,820 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants held by Vivo Opportunity Fund Holdings, L,P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
SCHEDULE 13G
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| CUSIP Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman Fund, 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
CAYMAN ISLANDS
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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
196,424.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 98,212 shares of Common Stock of the Issuer, and (ii) 98,212 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. The shares of Common Stock and warrants are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
SCHEDULE 13G
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| CUSIP Number(s): | 004468500 |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman, 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
196,424.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported share amount represents an aggregate of (i) 98,212 shares of Common Stock of the Issuer, and (ii) 98,212 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. The shares of Common Stock and warrants are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percentage reported in row 11 herein is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement on Form DEF 14A, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons. The warrants contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities.
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 Drive SE, Suite 100 Bothell, WA 98021 | |
| Item 2. | ||
| (a) | Name of person filing:
Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P. and their General Partner Vivo Opportunity, LLC
Vivo Opportunity Cayman Fund, L.P. and its General Partner Vivo Opportunity Cayman, LLC | |
| (b) | Address or principal business office or, if none, residence:
192 Lytton Avenue, Palo Alto, CA 94301 | |
| (c) | Citizenship:
Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P. are Delaware limited partnerships.
Vivo Opportunity, LLC is a Delaware limited liability company.
Vivo Opportunity Cayman Fund, L.P. is a Cayman Islands limited partnership.
Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (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);
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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:
Vivo Opportunity, LLC may be deemed to beneficially own an aggregate of 5,305,640 shares of the Issuer's securities, consisting of (i) 972,215 shares of Common Stock of the Issuer held of record by Vivo Opportunity Fund Holdings, L.P, 610,179 shares of Common Stock of the Issuer held of record by Vivo Opportunity Co-Invest, L.P., and 1,070,426 shares of Common Stock of the Issuer held of record by Vivo Opportunity Co-Invest (Cycle 3), L.P., and (ii) 972,215 shares of Common Stock of the Issuer, issuable upon exercise of certain warrants held of record by Vivo Opportunity Fund Holdings, L.P, 610,179 shares of Common Stock of the Issuer, issuable upon exercise of certain warrants held of record by Vivo Opportunity Co-Invest, L.P., and 1,070,426 shares of Common Stock of the Issuer, issuable upon exercise of certain warrants held of record by Vivo Opportunity Co-Invest (Cycle 3), L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity Co-Invest, L.P. and Vivo Opportunity Co-Invest (Cycle 3), L.P.
Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 196,424 shares of the Issuer's securities, consisting of (i) 98,212 shares of Common Stock of the Issuer, and (ii) 98,212 shares of Common Stock of the Issuer, which are issuable upon the exercise of certain warrants. These securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The warrants of the reporting persons contain provisions that prevent these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. | |
| (b) | Percent of class:
Vivo Opportunity Fund Holdings, L.P.: 1.8%
Vivo Opportunity Co-Invest, L.P.: 1.2%
Vivo Opportunity Co-Invest (Cycle 3), L.P. 2.0%
Vivo Opportunity, LLC: 5.0%
Vivo Opportunity Cayman Fund, L.P.: 0.2%
Vivo Opportunity Cayman, LLC: 0.2%
The percentage reported in this Item 4(b) is based on 105,410,089 shares of Common Stock of the Issuer outstanding, which is the sum of (i) 102,659,057 shares of Common Stock outstanding as of May 15, 2026, as reported by the Issuer in its proxy statement, filed with the SEC on June 8, 2026, and (ii) an aggregate of 2,751,032 shares of Common Stock issuable upon the exercise of warrants held by all the reporting persons herein. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: 1,944,430 shares
Vivo Opportunity Co-Invest, L.P.: 1,220,358 shares
Vivo Opportunity Co-Invest (Cycle 3), L.P.: 2,140,852 shares
Vivo Opportunity, LLC: 5,305,640 shares
Vivo Opportunity Cayman Fund, L.P.: 196,424 shares
Vivo Opportunity Cayman, LLC: 196,424 shares | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: 1,944,430 shares
Vivo Opportunity Co-Invest, L.P.: 1,220,358 shares
Vivo Opportunity Co-Invest (Cycle 3), L.P.: 2,140,852 shares
Vivo Opportunity, LLC: 5,305,640 shares
Vivo Opportunity Cayman Fund, L.P.: 196,424 shares
Vivo Opportunity Cayman, LLC: 196,424 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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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. | |
Not Applicable
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| 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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Exhibit Information
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Exhibit
99.1 Joint Filing Statement |