CUSIP No. 004468203
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Adamas Health Care Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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360,711 (*)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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360,711 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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360,711 (*)
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.37% (*) (**)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 004468203
|
13G
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Adamas Capital Management (CY) Limited
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|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
|
|
0
|
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|||
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|
||||
6
|
SHARED VOTING POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.37% (*) (**)
|
|
|
|||
|
|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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|||
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CUSIP No. 004468203
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13G
|
Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dov Malnik
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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0
|
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|||
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|
||||
6
|
SHARED VOTING POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.37% (*) (**)
|
|
|
|||
|
|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 004468203
|
13G
|
Page 5 of 9 Pages
|
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Tomer Haim Feingold
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
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||
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|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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Israel
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
360,711 (*)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.37% (*) (**)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
IN
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Item 1. | (a) |
Name of Issuer:
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(b) |
Address of Issuer's Principal Executive Offices:
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Item 2. | (a) |
Name of Person Filing:
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(b) |
Address of Principal Business Office:
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(c) |
Citizenship or place of Incorporation:
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(d) |
Title of Class of Securities:
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(e) |
CUSIP Number:
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Item 3. |
Not applicable.
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Item 4. |
Ownership:
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(a) |
Amount beneficially owned:
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Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of investors in the Fund. This Statement shall not be construed as an admission by the Fund, Adamas Capital Management Ltd., the Investment Manager, Lym Investments Ltd., or Messrs. Malnik and Feingold that he or it is the beneficial owner of any of the securities covered by this Statement, and each of the Fund, Adamas Capital Management Ltd., the Investment Manager, Lym Investments Ltd., and Messrs. Malnik and Feingold disclaims beneficial ownership of any such securities.
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(b) |
Percent of class:
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote:
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(iii) |
Sole power to dispose or to direct the disposition of:
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(iv) |
Shared power to dispose or to direct the disposition of:
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another:
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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:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. | Certification: |
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Adamas Health Care Fund
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/s/ Noam Fogel Shimoni | |
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By: Noam Fogel Shimoni*
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Title: Executive Director
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Adamas Capital Management (CY) Limited
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/s/ Noam Fogel Shimoni
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By: Noam Fogel Shimoni**
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Title: Director
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/s/ Dov Malnik | |
Dov Malnik | |
/s/ Tomer Haim Feingold | |
Tomer Haim Feingold |
EXHIBIT NO.
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DESCRIPTION
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Adamas Health Care Fund
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/s/ Noam Fogel Shimoni | |
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By: Noam Fogel Shimoni*
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Title: Executive Director
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Adamas Capital Management (CY) Limited
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/s/ Noam Fogel Shimoni
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By: Noam Fogel Shimoni**
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Title: Director
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/s/ Dov Malnik | |
Dov Malnik | |
/s/ Tomer Haim Feingold | |
Tomer Haim Feingold |
1. |
prepare, execute, acknowledge, deliver and file any Schedule 13D or Schedule 13G (including any amendments thereto) on behalf of the Company that is required with respect to the securities of Achieve Life Sciences, Inc., a Delaware corporation, with the U.S. Securities and Exchange Commission, any securities exchanges, and Achieve Life Sciences, Inc., as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time ("Sections 13(d)"), with the right (a) to grant a power of attorney, with power of substitution, to act in his stead or (b) to otherwise name a designee in a manner permitted by Sections 13(d), with power of substitution, to act in his stead;
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2. |
seek or obtain, as the Company's representative and on the Company's behalf, information on transactions in the securities of Achieve Life Sciences, Inc. from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
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3. |
perform any and all other acts which in his discretion are necessary or desirable for and on behalf of the Company in connection with the foregoing.
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/s/ Noam Fogel Shimoni
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Name: Noam Fogel Shimoni
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Title: Director |
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/s/ M.Wm Laidlaw
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Name: M.Wm Laidlaw
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Title: Director |
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/s/ George Bashforth
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Name: George Bashforth
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Title: Director |
1. |
prepare, execute, acknowledge, deliver and file any Schedule 13D or Schedule 13G (including any amendments thereto) on behalf of the Company that is required with respect to the securities of Achieve Life Sciences, Inc., a Delaware corporation, with the U.S. Securities and Exchange Commission, any securities exchanges, and Achieve Life Sciences, Inc., as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time ("Sections 13(d)"), with the right (a) to grant a power of attorney, with power of substitution, to act in his stead or (b) to otherwise name a designee in a manner permitted by Sections 13(d), with power of substitution, to act in his stead;
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2. |
seek or obtain, as the Company's representative and on the Company's behalf, information on transactions in the securities of Achieve Life Sciences, Inc. from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
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3. |
perform any and all other acts which in his discretion are necessary or desirable for and on behalf of the Company in connection with the foregoing.
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/s/ Noam Fogel Shimoni
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Name: Noam Fogel Shimoni
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Title: Director |
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/s/ Dov Malnik
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Name: Dov Malnik
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Title: Director |
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/s/ Nicos Kacoullis
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Name: Nicos Kacoullis
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Title: Director |