ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2022

Nov 21, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2022-11-18

Reporting Person: DIALECTIC CAPITAL MANAGEMENT, LP (10% Owner)
Reporting Person: Dialectic Partners, LLC (10% Owner)
Reporting Person: FICHTHORN JOHN (10% Owner)
Reporting Person: Dialectic LS Manager LLC (10% Owner)
Reporting Person: Dialectic Life Sciences SPV LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	3494000	Indirect
Common Stock, par value $0.001 per share	55000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (right to buy)	$4.50	2029-11-18	Common Stock (1747000)		Indirect

Footnotes

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.

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.

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.

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.

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.