Achieve Life Sciences reports group beneficial ownership by Venrock-related entities totaling 5,502,064 shares, representing 5.2% of common stock. The filing states the ownership calculation uses 53,239,988 shares outstanding as of March 24, 2026, plus 49,418,069 shares from a private placement closed on April 17, 2026, and 2,751,032 shares issuable upon exercise of warrants.
The report lists the Reporting Persons as Venrock funds and related managers plus Nimish Shah and Bong Koh, with shared voting and dispositive power over the 5,502,064 shares disclosed.
Positive
None.
Negative
None.
Insights
Venrock group holds a disclosed 5.2% stake via shared voting/dispositive power.
The report lists 5,502,064 shares held with shared voting and dispositive power across Venrock entities and named individuals. The ownership percentage is calculated using the issuer's stated share counts as of March 24, 2026 and the April private placement.
Key dependencies include the stated outstanding share base (53,239,988) and the private placement closing on April 17, 2026. Subsequent filings may update these figures.
Shared voting control implies group coordination rather than sole control by any single Reporting Person.
The filing shows 0 sole voting power and 5,502,064 shared voting and dispositive power for each listed Reporting Person, indicating collective governance influence. VHCP Management entities are identified as GP/manager roles.
Watch for future Schedule 13D/13G amendments if any Reporting Person gains sole power or changes the percent of class above reporting thresholds.
Key Figures
Reported shares held:5,502,064 sharesPercent of class:5.2%Shares outstanding (anchor):53,239,988 shares+2 more
5 metrics
Reported shares held5,502,064 sharesAggregate shares beneficially owned by the Venrock group
Percent of class5.2%Percentage of common stock reported in Row 11 of cover pages
Shares outstanding (anchor)53,239,988 sharesShares outstanding as of <date>March 24, 2026</date>
Private placement shares49,418,069 sharesShares issued in private placement closed on <date>April 17, 2026</date>
Warrants exercisable2,751,032 sharesShares issuable upon exercise of warrants included in percentage calculation
"Amount beneficially owned: Row 9 of each Reporting Person's cover page"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 5,502,064.00"
private placementfinancial
"49,418,069 shares of common stock issued in the private placement closed on April 17, 2026"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
warrants immediately exercisablefinancial
"Warrants immediately exercisable for up to 1,843,960 shares"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Achieve Life Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
004468500
(CUSIP Number)
04/17/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
004468500
Item 3.
If this statement is filed pursuant to §§ 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 Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the 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 § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations 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)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,843,960 shares of common stock and common warrants (the "Warrants") immediately exercisable for up to 1,843,960 shares of common stock held by VHCP III, (ii) 184,376 shares of common stock and Warrants immediately exercisable for up to 184,376 shares of common stock held by VHCP Co-Investment III, and (iii) 722,696 shares of common stock and Warrants immediately exercisable for up to 722,696 shares of common stock held by held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 53,239,988 shares of common stock outstanding as of March 24, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 24, 2026; (ii) 49,418,069 shares of common stock issued in the private placement of equity securities by the Issuer that closed on April 17, 2026; and (iii) 2,751,032 shares of common stock issuable upon the exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
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
Item 10.
Certifications:
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
04/24/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
04/24/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
04/24/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
04/24/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
04/24/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
04/24/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
04/24/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
The filing reports a collective holding of 5,502,064 shares, equal to 5.2% of common stock. The percentage is calculated using share counts including the April 17, 2026 private placement and warrants exercisable into common stock.
Which entities are named as Reporting Persons in the ACHV filing?
The report names Venrock Healthcare Capital Partners III, VHCP Co-Investment Holdings III, Venrock Healthcare Capital Partners EG, VHCP Management entities, plus individuals Nimish Shah and Bong Koh. They file as a group with shared powers.
How was the percent of class calculated in the ACHV Schedule 13G?
The percentage uses 53,239,988 shares outstanding as of March 24, 2026, the 49,418,069 shares from an April 17, 2026 private placement, and 2,751,032 shares issuable on warrant exercise, per the filing's explicit statement.
Do any Reporting Persons claim sole voting power over ACHV shares?
No. Each Reporting Person's cover data shows 0 sole voting power and 5,502,064 shared voting power, indicating shared control rather than sole voting authority over the disclosed shares.
