UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

 

 (Name of Issuer)

 (Title of Class of Securities)

004468203

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 (CUSIP Number)

 

May 15, 2019

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 (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)

☒ 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. 004468203

13G

Page 2 of 9 Pages

(*) The beneficial ownership of the securities reported herein is described in item 4(a).

(**) Based on 6,721,000 shares of common stock outstanding as of May 15, 2019 (as reported on Bloomberg LP).

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CUSIP No. 004468203

13G

Page 3 of 9 Pages

(*) The beneficial ownership of the securities reported herein is described in item 4(a).

(**) Based on 6,721,000 shares of common stock outstanding as of May 15, 2019 (as reported on Bloomberg LP).

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(*) The beneficial ownership of the securities reported herein is described in item 4(a).

(**) Based on 6,721,000 shares of common stock outstanding as of May 15, 2019 (as reported on Bloomberg LP).

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(*) The beneficial ownership of the securities reported herein is described in item 4(a).

(**) Based on 6,721,000 shares of common stock outstanding as of May 15, 2019 (as reported on Bloomberg LP).

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Achieve Life Sciences, Inc.

 

(b)

Address of Issuer's Principal Executive Offices:

 

Item 2.

(a)

Name of Person Filing:

 

Adamas Health Care Fund

Adamas Capital Management (CY) Limited

Dov Malnik

Tomer Haim Feingold

(b)

Address of Principal Business Office:

Adamas Health Care Fund – 25 Main Street, KY1-1107, Grand Cayman, Cayman Islands

Adamas Capital Management (CY) Limited – Arch Makariou III, 172, Melford Tower, 2^nd Floor, 3027, Limassol, Cyprus

Dov Malnik – Flat B 1/F 3 Chico Terrace, Hong Kong

Tomer Haim Feingold – 8/F 470 Lockhart Rd, Hong Kong

(c)

Citizenship or place of Incorporation:

Adamas Health Care Fund – Cayman Islands

Adamas Capital Management (CY) Limited – Cyprus

Dov Malnik – Israel

Tomer Haim Feingold – Israel

(d)

Title of Class of Securities:

(e)

CUSIP Number:

004468203

Item 3.

Not applicable.

 

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person

The securities reported herein are beneficially owned by Adamas Health Care Fund (the “Fund”), a wholly-owned subsidiary of Adamas Capital Management Ltd., which has delegated all investment authority to Adamas Capital Management (CY) Limited, which acts as investment manager of the Fund (the “Investment Manager”).  Both Adams Capital Management Ltd. and the Investment Manager are wholly-owned subsidiaries of Lym Investments Ltd.  Through a trust agreement, Messrs. Dov Malnik and Tomer Haim Feingold each hold 50% of the shares of Lym Investments Ltd.

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.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

Not applicable.

Item 7.

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

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

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.

 

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.

 

May 27, 2019

 

	Adamas Health Care Fund
	/s/ Noam Fogel Shimoni
	By: Noam Fogel Shimoni*
	Title: Executive Director
	Adamas Capital Management (CY) Limited
	/s/ Noam Fogel Shimoni
	By: Noam Fogel Shimoni**
	Title: Director
	/s/ Dov Malnik
	Dov Malnik
	/s/ Tomer Haim Feingold
	Tomer Haim Feingold

 

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 2 to this Schedule 13G.

** Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 3 to this Schedule 13G.

 

 

EXHIBIT NO.

DESCRIPTION

Exhibit 1

Joint Filing Agreement filed by and among the Reporting Persons, dated as of May 27, 2019.

 

Exhibit 2

Notice of resolution of the Board of Directors of Adamas Health Care Fund, dated as of May 27, 2019.

 

Exhibit 3

Notice of resolution of the Board of Directors of Adamas Capital Management (CY) Limited, dated as of May 27, 2019.

 

 

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of common stock of Achieve Life Sciences Inc. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.  In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them.  This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

May 27, 2019

 

 

ADAMAS HEALTH CARE FUND

 

(the “Company”)

 

UNANIMOUS WRITTEN RESOLUTION OF THE DIRECTORS OF THE COMPANY

 

DATED May 27, 2019

 

The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:

 

It is hereby RESOLVED THAT Noam Fogel Shimoni, Executive Director of the Company, is authorized, acting individually, to:

 

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;

 

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

 

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.

 

IN WITNESS WHEREOF, it has been resolved as of the date appearing above.

 

	/s/ Noam Fogel Shimoni
	Name: Noam Fogel Shimoni
	Title: Director
	/s/ M.Wm Laidlaw
	Name: M.Wm Laidlaw
	Title: Director
	/s/ George Bashforth
	Name: George Bashforth
	Title: Director

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ADAMAS CAPITAL MANAGEMENT (CY) LIMITED

 

(the “Company”)

 

UNANIMOUS WRITTEN RESOLUTION OF THE DIRECTORS OF THE COMPANY

 

DATED May 27, 2019

 

The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:

 

It is hereby RESOLVED THAT Noam Fogel Shimoni, Director of the Company, is authorized, acting individually, to:

 

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;

 

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

 

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.

 

IN WITNESS WHEREOF, it has been resolved as of the date appearing above.

 

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