0000899243-22-021084.txt : 20220603 0000899243-22-021084.hdr.sgml : 20220603 20220603183126 ACCESSION NUMBER: 0000899243-22-021084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220601 FILED AS OF DATE: 20220603 DATE AS OF CHANGE: 20220603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVB FINANCIAL GROUP CENTRAL INDEX KEY: 0000719739 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-80623 FILM NUMBER: 22996236 BUSINESS ADDRESS: STREET 1: 3003 TASMAN DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4086547400 MAIL ADDRESS: STREET 1: 3003 TASMAN DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER NAME: FORMER CONFORMED NAME: SILICON VALLEY BANCSHARES DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVB Innovation Credit Fund VIII, L.P. CENTRAL INDEX KEY: 0001754832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-80623 FILM NUMBER: 22996234 BUSINESS ADDRESS: STREET 1: C/O SVB INNOVATION CREDIT PARTNERS VIII STREET 2: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 415-546-8277 MAIL ADDRESS: STREET 1: C/O SVB INNOVATION CREDIT PARTNERS VIII STREET 2: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: WestRiver Innovation Lending Fund VIII, L.P. DATE OF NAME CHANGE: 20181001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVB Innovation Credit Partners VIII, LLC CENTRAL INDEX KEY: 0001901811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-80623 FILM NUMBER: 22996235 BUSINESS ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 926-0418 MAIL ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO CITY STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innovation Credit Fund VIII-A, L.P. CENTRAL INDEX KEY: 0001864344 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-80623 FILM NUMBER: 22996232 BUSINESS ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.926.0440 MAIL ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVB Innovation Credit Partners VIII-A, LLC CENTRAL INDEX KEY: 0001901800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-80623 FILM NUMBER: 22996233 BUSINESS ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 926-0418 MAIL ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO CITY STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACHIEVE LIFE SCIENCES, INC. CENTRAL INDEX KEY: 0000949858 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 954343413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 22722 29TH DR. SE STREET 2: SUITE 100 CITY: SEATTLE STATE: WA ZIP: 98021 BUSINESS PHONE: 425-686-1500 MAIL ADDRESS: STREET 1: 22722 29TH DR. SE STREET 2: SUITE 100 CITY: SEATTLE STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENEX PHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20080821 FORMER COMPANY: FORMER CONFORMED NAME: SONUS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19950825 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-01 0 0000949858 ACHIEVE LIFE SCIENCES, INC. ACHV 0000719739 SVB FINANCIAL GROUP 3003 TASMAN DRIVE SANTA CLARA CA 95054 0 0 1 0 0001901811 SVB Innovation Credit Partners VIII, LLC 2770 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001754832 SVB Innovation Credit Fund VIII, L.P. 2770 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001901800 SVB Innovation Credit Partners VIII-A, LLC 2770 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001864344 Innovation Credit Fund VIII-A, L.P. 2770 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Convertible Debt (PIK Amount) 9.34 2022-06-01 4 J 0 44875.6 A Common Stock 4805 7737836.41 I See Footnotes Convertible Debt (PIK Amount) 9.34 2022-06-01 4 J 0 22437.8 A Common Stock 2403 3868918.2 I See Footnotes Convertible Debt (PIK Amount) 9.34 2022-06-01 4 J 0 22437.8 A Common Stock 2403 3868918.2 I See Footnotes This statement is being filed by SVB Financial Group ("SVB Financial"), SVB Innovation Credit Fund VIII, L.P. ("Fund VIII"), SVB Innovation Credit Partners VIII, LLC ("Fund VIII GP" and, together with Fund VIII, the "Fund VIII Entities"), Innovation Credit Fund VIII-A, L.P. ("Fund VIII-A") and SVB Innovation Credit Partners VIII-A, LLC ("Fund VIII-A GP" and, together with Fund VIII-A, the "Fund VIII-A Entities"). SVB Financial, the Fund VIII Entities and the Fund VIII-A Entities are referred to herein, collectively, as the "Reporting Persons". On December 22, 2021 (the "Effective Date"), Achieve Life Sciences, Inc. (the "Issuer") entered into a 2021 Contingent Convertible Debt Agreement (the "Convertible Debt Agreement"), by and among the Issuer, Silicon Valley Bank ("SVB") and Fund VIII (together with their respective successors and assigns, collectively, the "Lenders"). Pursuant to the Convertible Debt Agreement, the Lenders advanced an aggregate amount of $15,000,000 to the Issuer (the "Convertible Debt" or "Associated Debt"). The Associated Debt is convertible, at the election of each person or entity entitled to exercise the right to elect a voluntary conversion with respect to an interest in the Associated Debt (each, a "Conversion Right Holder" and collectively, the "Conversion Right Holders"), into a number of Common Stock shares equal to (Continued from Footnote 2) (A) the amount of Associated Debt (including interest accrued and required to be paid in kind by being added to the principal balance thereof (such amounts, "PIK Amounts")) such Conversion Right Holder elects to convert, divided by (B) $9.34 (the "Conversion Right"). As of the Effective Date, SVB (i) sold a participation interest in $3,750,000 of its interest in the Associated Debt (such portion of the Associated Debt, the "Participated Debt" and the remaining portion of the Associated Debt held by SVB, the "Remaining SVB Associated Debt"), and assigned the Conversion Right related to the Participated Debt (including PIK Amounts) to Fund VIII-A and (ii) assigned its Conversion Right with respect to the Remaining SVB Associated Debt (including PIK Amounts) to SVB Financial. (Continued from Footnote 3) The Conversion Right Holders may voluntarily convert all or any part of the Associated Debt (including PIK Amounts) at any time, provided that if the closing price per share of Issuer's Common Stock is equal to or greater than $24.00 for thirty (30) consecutive trading days, then the Associated Debt (including PIK Amounts) will mandatorily convert to Common Stock on the following trading day. The Associated Debt (including PIK Amounts) will be convertible for so long as such indebtedness remains outstanding. On June 1, 2022, the PIK Amounts set forth on Table II were added to the outstanding principal balance of the Associated Debt (including previously accrued PIK Amounts). The conversion of Associated Debt (including PIK Amounts) into Common Stock is limited to an amount of Common Stock which would not result in (i) the maximum aggregate number of Common Stock issuable to all Conversion Right Holders exceeding 1,889,763 shares of Common Stock, as such number may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Effective Date or (ii) the maximum aggregate number of Common Stock of the Issuer owned or held by SVB Financial beneficially and/or of record exceeding 19.99% of the Issuer's then-total issued and outstanding shares of Common Stock. Reflects Associated Debt (other than Participated Debt) held directly by SVB (including PIK Amounts), with the related Conversion Right exercisable by SVB Financial. Reflects Associated Debt (including PIK Amounts) and the related Conversion Right held directly by Fund VIII. Fund VIII GP is the general partner of Fund VIII and may be deemed to beneficially own indirectly Associated Debt and the related Conversion Right held directly by Fund VIII. Reflects Participated Debt in which Fund VIII-A holds directly a participation interest (including PIK Amounts) and the related Conversion Right held directly by Fund VIII-A. Fund VIII-A GP is the general partner of Fund VIII-A and may be deemed to beneficially own indirectly an interest in Participated Debt (including PIK Amounts) and the related Conversion Right held directly by Fund VIII-A. SVB Financial may be deemed to beneficially own indirectly any Associated Debt (including PIK Amounts and interests in Participated Debt) and Conversion Rights held by the Fund VIII Entities and the Fund VIII-A Entities. SVB Financial is the manager of Fund VIII GP and Fund VIII-A GP and the investment adviser to Fund VIII and Fund VIII-A. SVB is a wholly-owned subsidiary of SVB Financial. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. /s/ Karen Hon, Chief Accounting Officer, SVB Financial Group 2022-06-03 /s/ Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII, LLC 2022-06-03 /s/ Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII, LLC, general partner of SVB Innovation Credit Fund VIII, L.P. 2022-06-03 /s/ Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII-A, LLC 2022-06-03 /s/ Andrew Olson, Chief Financial Officer of SVB Innovation Credit Partners VIII-A, LLC, general partner of Innovation Credit Fund VIII-A, L.P 2022-06-03