STOCK TITAN

Frazier Life Sciences (ACHV) holds 6.5% stake; warrants disclosed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Frazier Life Sciences entities reported beneficial ownership stakes in Achieve Life Sciences common stock. Frazier Life Sciences Public Fund, L.P. (FLSPF) and related entities collectively report shared beneficial ownership of 6,625,788 shares (6.5%). Frazier Life Sciences XI entities hold 61,958 shares (0.1%) and Frazier Life Sciences XII entities hold 777,090 shares (0.8%). The filing cites 53,239,988 shares outstanding as of March 24, 2026 and notes 49,418,069 shares sold in a private placement on April 17, 2026. The statement discloses additional pre-funded warrants and common warrants with exercise subject to a 9.99% beneficial ownership limitation and clarifies voting/dispositive powers are held as reported.

Positive

  • None.

Negative

  • None.

Insights

Concentrated stake: FLSPF reports a meaningful single-holder position of 6,625,788 shares (6.5%).

The filing lists exact beneficial holdings by Frazier Life Sciences funds: 6,625,788 shares for FLSPF, 61,958 for FLS XI, and 777,090 for FLS XII. The percentages are computed using March 24, 2026 outstanding shares and the April private placement.

Key dependencies include the exercise limits on the disclosed warrants and the governance of the general partner entities. Subsequent disclosures may show changes in ownership if warrants are exercised subject to the 9.99% cap.

Voting and dispositive power is shared through fund structures and committee-managed GPs.

The filing explains that certain general partners are managed by investment committees (three- or four-member committees) and that no individual committee member is attributed direct beneficial ownership of the fund-held shares. Voting and disposition powers are reported as shared where applicable.

Investors should note the filing’s explicit attribution language and the disclosed ownership percentages when assessing potential influence; governance effects depend on future concentration changes or warrant exercises.

FLSPF shares 6,625,788 shares Beneficially owned by Frazier Life Sciences Public Fund, L.P.
FLSPF percent 6.5% Percent of common stock as reported in cover page calculations
FLS XI shares 61,958 shares Held by Frazier Life Sciences XI entities
FLS XII shares 777,090 shares Held by Frazier Life Sciences XII entities
Shares outstanding (anchor) 53,239,988 shares Shares outstanding as of March 24, 2026 (Form 10-K)
Private placement 49,418,069 shares Shares sold in private placement on April 17, 2026 (Form 8-K)
Common Warrants (FLSPF) 6,714,992 warrants Common Warrants held by FLSPF, exercise subject to 9.99% limit
Pre-Funded Warrants financial
"holds Pre-Funded Warrants to purchase 89,204 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"Common Warrants to purchase 6,714,992 shares of Common Stock"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
beneficial ownership limitation regulatory
"cannot be exercised if aggregate beneficial ownership would exceed 9.99% of the number of shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.





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




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on the sum of (i) 53,239,988 shares of Common Stock outstanding on March 24, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 24, 2026, and (ii) 49,418,069 shares of Common Stock sold by the Issuer in a private placement transaction on April 17, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on April 16, 2026.


SCHEDULE 13G



Frazier Life Sciences Public Fund, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:04/24/2026
FHMLSP, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:04/24/2026
FHMLSP, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:04/24/2026
Frazier Life Sciences XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:04/24/2026
FHMLS XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:04/24/2026
FHMLS XI, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:04/24/2026
Frazier Life Sciences XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:04/24/2026
FHMLS XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:04/24/2026
FHMLS XII, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:04/24/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement