UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

 

Achieve Life Sciences, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

 

004468500
(CUSIP Number)

 

 

November 15, 2022
(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).

 
 

 

CUSIP No 004468500    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Patrick J. Callahan III  
     
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  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
   2,167,439  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
   2,167,439  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  2,167,4391  
     
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)  
     
  9.9%  
         

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

  

 

1 This figure includes 639,146 warrants beneficially owned by the Reporting Person each exercisable for 1 share of Common Stock, par value $0.001 per share.

 
 

 

CUSIP No 004468500    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Patrick J. Callahan III Trust  
     
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  
     
  Florida  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  2,067,439  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  2,067,439  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  2,067,4392  
     
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)  
     
  9.5%  
         

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

  

 

2 This figure includes 639,146 warrants beneficially owned by the Reporting Person each exercisable for 1 share of Common Stock, par value $0.001 per share.

 
 

 

CUSIP No 004468500    

 

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

 

1040 West Georgia Street, Suite 1030, Vancouver, British Columbia, Canada V6E 4H1

  

 

Item 2. (a). Name of Person Filing:  
       
   

Patrick J. Callahan III

Patrick J. Callahan III Trust

  

 

  (b). Address of Principal Business Office, or if None, Residence:  
       
   

 

Patrick J. Callahan III

1189 Wilmette Avenue #216

Wilmette, IL 60091

 

Patrick J. Callahan III Trust

c/o Patrick J. Callahan III

1189 Wilmette Avenue #216

Wilmette, IL 60091

 

  

 

  (c).

Citizenship:

 

Patrick J. Callahan III – United States citizen

Patrick J. Callahan III Trust – Florida trust

   
   

 

  (d).   Title of Class of Securities:  
       
    Common Stock, par value $0.001 per share  

 

  (e). CUSIP Number:  
       
    004468500  

 

Item 3.   If This Statement is filed pursuant to ss.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 Exchange Act (15 U.S.C. 78c).

 

  (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

  (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange 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 Rule 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)   [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 

 
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:
     
   

2,167,439 shares deemed beneficially owned by Patrick J. Callahan III

2,067,439 shares deemed beneficially owned by Patrick J. Callahan III Trust

 

  (b)   Percent of class:
     
   

9.9% deemed beneficially owned by Patrick J. Callahan III

9.5% deemed beneficially owned by Patrick J. Callahan III Trust

 

     
  (c) Number of shares as to which Patrick J. Callahan III has:
     
    (i) Sole power to vote or to direct the vote 0  
         
    (ii)   Shared power to vote or to direct the vote 2,167,439  
         
    (iii) Sole power to dispose or to direct the disposition of 0  
         
    (iv)   Shared power to dispose or to direct the disposition of 2,167,439  
     
   

 

Number of shares as to which Patrick J. Callahan III Trust has:

  
       
    (i) Sole power to vote or to direct the vote 0  
         
    (ii)   Shared power to vote or to direct the vote 2,067,439  
                     

    (iii) Sole power to dispose or to direct the disposition of 0  
         
    (iv)   Shared power to dispose or to direct the disposition of 2,067,439  

 

 
 

 

 

 

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 [_].

 

  N/A
 

 

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 five 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.

  

 

If a parent holding company 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 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 §240.13d-1(c) or §240.13d-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.

 

 
 

 

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.

 

  February 27, 2024
  (Date)
     

 

Patrick J. Callahan III

  

 

By: /s/ Patrick J. Callahan III
Name: Patrick J. Callahan III

 

     
Patrick J. Callahan III Trust  

By: /s/ Patrick J. Callahan III

Name: Patrick J. Callahan III

Title: Trustee

 

     

 

 

    

 

 

 
 

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 27, 2024 relating to the Common Stock, par value $0.001 per share of Achieve Life Sciences, Inc. shall be filed on behalf of the undersigned.

 

  February 27, 2024
  (Date)
     

 

Patrick J. Callahan III

  

 

By: /s/ Patrick J. Callahan III
Name: Patrick J. Callahan III

 

     
Patrick J. Callahan III Trust  

By: /s/ Patrick J. Callahan III

Name: Patrick J. Callahan III

Title: Trustee

 

 

 

    
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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