Key facts
- This page summarizes DIALECTIC CAPITAL MANAGEMENT, LP's Form 3 filing for ACHIEVE LIFE SCIENCES, INC. (ACHV).
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 21 Nov 2022, 15:55.
DIALECTIC CAPITAL MANAGEMENT, LP - 18 Nov 2022 Form 3 Insider Report for ACHIEVE LIFE SCIENCES, INC. (ACHV)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- ACHV
- Reported as of
- 18 Nov 2022
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 21 Nov 2022, 15:55:54 UTC
- Prior SEC filing
- 03 May 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ John Fichthorn, for himself and as controlling person of the Adviser GP (for itself and on behalf of the Adviser) and the SPV MM (for itself and on behalf of the SPV)
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
DIALECTIC CAPITAL MANAGEMENT, LP filed Form 3 for ACHIEVE LIFE SCIENCES, INC. (ACHV) on 21 Nov 2022.
Change
- Previous filing in this sequence was filed on 03 May 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
ACHV
holding
Common Stock, par value $0.001 per share
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 3,494,000
- Date
- 18 Nov 2022
- Ownership
- By: Dialectic Life Sciences SPV LLC
- Footnotes
- F1, F3
ACHV
holding
Common Stock, par value $0.001 per share
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 55,000
- Date
- 18 Nov 2022
- Ownership
- By: John Fichthorn
- Footnotes
- F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
ACHV
holding
Derivative
Common Stock Warrants (right to buy)
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 18 Nov 2022
- Ownership
- By: Dialectic Life Sciences SPV LLC
- Underlying class
- Common Stock
- Underlying amount
- 1,747,000
- Exercise price
- $4.50
- Footnotes
- F1, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote F1
These securities are held directly by Dialectic Life Sciences SPV LLC (the "SPV"). The SPV is a private investment vehicle. Dialectic Capital Management LP (the "Adviser") is the investment adviser for the SPV. Dialectic Partners, LLC (the "Adviser GP") is the general partner of the Adviser. Dialectic LS Manager LLC (the "SPV MM") is the managing member of the SPV. John Fichthorn is the controlling person of the Adviser GP and the SPV MM. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
Footnote F2
These securities are held directly by John Fichthorn. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
Footnote F3
The reported securities are included within 1,747,000 ACHV Units purchased by the SPV on November 18, 2022. Each Unit consists of two shares of Common Stock and one warrant to purchase one share of Common Stock.
Footnote F4
The Issuer shall not effect any exercise of these warrants, and the SPV shall not have the right to exercise these warrants, to the extent that after giving effect to the issuance of Common Stock after exercise, the SPV (together with the SPV's affiliates, and any other persons acting as a group together with the SPV or any of the SPV's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation.
Footnote F5
The "Beneficial Ownership Limitation" shall be 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of these warrants. The SPV, upon notice to the Issuer, may decrease, and subsequently increase or decrease, the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of these warrants. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after notice is delivered to the Issuer.