ACHIEVE LIFE SCIENCES, INC.

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Achieve Life Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004468203

(CUSIP Number)

December 31, 2020

(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)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 004468203

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pura
Vida Master Fund, Ltd. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 65,000 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 65,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,000 |
| --- | --- |
| 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) 1.11% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO |

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CUSIP No. 004468203

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pura
Vida Investments, LLC |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 83,333 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 83,333 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,333 |
| --- | --- |
| 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) 1.42% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IA |

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CUSIP No. 004468203

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Efrem
Kamen |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America |

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CUSIP No. 004468203

| Item
1. | (a). | Name
of Issuer: |
| --- | --- | --- |
| | | Achieve
Life Sciences, Inc. |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 1040
West Georgia Street, Suite 1030, Vancouver, B.C. V6E 4H1 |
| Item
2. | (a). | Name
of person filing: |
| | | Pura
Vida Master Fund, Ltd. Pura
Vida Investments, LLC |
| | | Efrem
Kamen |
| | | Address
or principal business office or, if none, residence: |
| | (b). | Pura
Vida Master Fund, Ltd. c/o
Pura Vida Investments, LLC 150
East 52nd Street Suite 32001 New
York, New York 10022 Pura
Vida Investments, LLC |
| | | 150
East 52 nd Street Suite 32001 |
| | | New
York, New York 10022 |
| | | Efrem
Kamen |
| | | c/o
Pura Vida Investments, LLC |
| | | 150
East 52 nd Street Suite 32001 |
| | | New
York, New York 10022 |
| | (c). | Citizenship: |
| | | Pura
Vida Master Fund, Ltd. – Cayman Islands exempted company Pura
Vida Investments, LLC – Delaware limited liability company |
| | | Efrem
Kamen – United States of America |
| | (d). | Title
of class of securities: |
| | | Common
Stock, par value $0.001 per share |
| | | CUSIP
No.: |
| | (e). | 004468203 |

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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 association 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); |
| (k) | [ ] | Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |

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ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

Pura Vida Master Fund, Ltd.-

65,000 shares of Common Stock*

Pura Vida Investments, LLC –

83,333 shares of Common Stock*

Efrem Kamen –

83,333 shares of Common Stock*

(b) Percent of class:

Pura Vida Master Fund, Ltd. – 1.11%*

Pura Vida Investments, LLC – 1.42%*

Efrem Kamen – 1.42%*

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 65,000
shares of Common Stock | |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 65,000
shares of Common Stock | |
| Number
of shares as to which Pura Vida Investments, LLC has: | | | |
| (i) | Sole
power to vote or to direct the vote | 0 | , |
| (ii) | Shared
power to vote or to direct the vote | 83,333
shares of Common Stock* | |

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| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| --- | --- | --- | --- |
| (iv) | Shared
power to dispose or to direct the disposition of | 83,333
shares of Common Stock | |
| Number
of shares as to which Efrem Kamen has: | | | |
| (i) | Sole
power to vote or to direct the vote | 0 | , |
| (ii) | Shared
power to vote or to direct the vote | 83,333
shares of Common Stock | |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 83,333
shares of Common Stock* | |

*Shares reported herein are held by Pura Vida Master Fund, Ltd. (the “Pura Vida Master Fund”) and certain separately managed accounts (the “Accounts”). Pura Vida Investments, LLC (“PVI”) serves as the investment manager to the Pura Vida Master Fund and the Accounts. Efrem Kamen serves as the managing member of PVI.

By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Pura Vida Master Fund and the Accounts. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

The percentages herein are calculated based upon (i) a statement in the Issuer’s Prospectus filed on December 4 th , 2020 that there were 5,766,414 shares of Common Stock issued and outstanding, plus (ii) 83,333 shares of Common Stock issuable upon conversion of the Reporting Person’s warrants, for a total of 5,859,747 Common Stock outstanding.

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ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

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 Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

ITEM 10. Certification.

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.

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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.

| Dated:
February 16, 2021 | |
| --- | --- |
| By: | /s/
Efrem Kamen |
| Name: | Efrem
Kamen |
| Title: | Director |

| Pura
Vida Investments, LLC | |
| --- | --- |
| By: | /s/
Efrem Kamen |
| Name: | Efrem
Kamen |
| Title: | Managing
Member |
| /s/
Efrem Kamen | |
| Efrem
Kamen | |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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