TPG-affiliated holders disclose Achieve Life Sciences (NASDAQ: ACHV) shares and warrants position
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
ACHIEVE LIFE SCIENCES, INC. filed an initial Form 3 showing that entities affiliated with TPG, including TPG GP A, LLC, James G. Coulter and Jon Winkelried, have indirect interests in shares of the company through TPG LSI Rise Auriga L.P. (TPG Auriga).
TPG Auriga directly holds 6,877,580 shares of common stock and 6,877,580 warrants, each warrant initially exercisable for one share at an exercise price of $3.51, with the share amount and price subject to adjustment under the warrant terms. The warrants become exercisable after April 17, 2026 and expire based on the timing of U.S. FDA approval of cytisinicline for smoking cessation and related notices.
The warrants include a 19.99% beneficial ownership limitation, preventing TPG Auriga and its affiliates from exercising if they would own more than 19.99% of outstanding common stock after exercise. The reporting persons state that they may be deemed to beneficially own these securities only to the extent of their pecuniary interests and expressly disclaim beneficial ownership beyond that.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
TPG GP A, LLC, COULTER JAMES G, WINKELRIED JON
Role
null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants (right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Warrants (right to buy) — 6,877,580 shares (Indirect, See Explanation of Responses);
Common Stock — 6,877,580 shares (Indirect, See Explanation of Responses)
Footnotes (1)
- Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC, which is the general partner of TPG LSI Rise Auriga L.P. ("TPG Auriga"). TPG Auriga directly holds (i) 6,877,580 shares of Common Stock ("Common Stock") of Achieve Life Sciences, Inc. (the "Issuer") and (ii) 6,877,580 warrants (the "Warrants"). Each Warrant is initially exercisable for one share of Common Stock at an exercise price (the "Exercise Price") of $3.51. The number shares of Common Stock issuable upon exercise of the Warrants and the Exercise Price are subject to certain adjustments as set forth in the Warrants. The Warrants are exercisable at any time after April 17, 2026 and will expire on the twentieth business day following the later of (i) the date on which the Issuer publicly announces that the U.S. Food and Drug Administration has approved cytisinicline for smoking cessation in adults (the "FDA Approval"), and (ii) the date on which the Issuer notifies TPG Auriga of the FDA Approval, provided that if a Warrant is not fully exercisable because the Issuer has insufficient authorized and unreserved shares of Common Stock at the time of the public announcement of the FDA Approval, the Warrant will be exercisable for two years following the date on which the Issuer obtains stockholder approval to increase the number of authorized shares of Common Stock. TPG Auriga may not exercise the Warrant if it, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Because of the relationship between the Reporting Persons and TPG Auriga, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Auriga. Each of TPG Auriga and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Auriga's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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 owners of any equity securities in excess of their respective pecuniary interests.
Key Figures
Common stock held: 6,877,580 shares
Warrants held: 6,877,580 warrants
Warrant exercise price: $3.51 per share
+2 more
5 metrics
Common stock held
6,877,580 shares
Directly held by TPG LSI Rise Auriga L.P.
Warrants held
6,877,580 warrants
Each initially exercisable for one common share
Warrant exercise price
$3.51 per share
Initial Exercise Price for each warrant
Beneficial ownership cap
19.99% of outstanding common stock
Maximum beneficial ownership after warrant exercise
Warrant exercisability start
After April 17, 2026
Warrants exercisable at any time after this date
Key Terms
Warrants, Exercise Price, beneficially own, pecuniary interests, +2 more
6 terms
Warrants financial
"TPG Auriga directly holds (i) 6,877,580 shares of Common Stock ... and (ii) 6,877,580 warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Exercise Price financial
"Each Warrant is initially exercisable for one share of Common Stock at an exercise price (the "Exercise Price") of $3.51."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
beneficially own financial
"TPG Auriga may not exercise the Warrant if it, together with its affiliates, would beneficially own more than 19.99% of the number of shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interests financial
"the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests"
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended"
beneficial ownership financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Auriga's or such Reporting Person's pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What does the ACHV Form 3 filed by TPG GP A, LLC represent?
The Form 3 reports initial beneficial ownership of ACHIEVE LIFE SCIENCES, INC. by TPG GP A, LLC and related persons. It shows indirect interests held through TPG LSI Rise Auriga L.P., rather than new open-market trades, establishing their status as significant existing security holders.
What are the key terms of the ACHV warrants held by TPG Auriga?
The warrants are initially exercisable for one Achieve common share at an exercise price of $3.51. They become exercisable after April 17, 2026, have adjustment provisions for shares and price, and expire based on specified timing tied to FDA approval of cytisinicline.
What is the 19.99% beneficial ownership limitation mentioned for ACHV warrants?
The filing states TPG Auriga may not exercise warrants if it and its affiliates would beneficially own more than 19.99% of Achieve’s outstanding common stock after exercise. This cap restricts warrant exercises that would push their ownership above that threshold.
When do the ACHV warrants held by TPG Auriga become exercisable and when do they expire?
The warrants are exercisable at any time after April 17, 2026. They expire on the twentieth business day following the later of Achieve’s public announcement of FDA approval of cytisinicline and the date Achieve notifies TPG Auriga of that approval, subject to an extension scenario.