Achieve Life Sciences, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
:
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1040 West Georgia Street, Suite 1030, Vancouver, B.C. V6E 4H1
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Item 2.
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(a)
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Name of Person Filing
:
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Adamas Health Care Fund
Adamas Capital Management (CY) Limited
Dov Malnik
Tomer Haim Feingold
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(b)
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Address of Principal Business Office
:
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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
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(c)
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Citizenship or place of Incorporation
:
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Adamas Health Care Fund – Cayman Islands
Adamas Capital Management (CY) Limited – Cyprus
Dov Malnik – Israel
Tomer Haim Feingold – Israel
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(d)
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Title of Class of Securities
:
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Common Stock, par value $0.001 per share
004468203
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(a)
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Amount beneficially owned
:
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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.
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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.
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See row 11 of cover page of each reporting person
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(c)
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Number of shares as to which such person has
:
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(i)
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Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
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(ii)
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Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
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(iii)
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Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
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(iv)
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Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
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Item 5
.
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Ownership of Five Percent or Less of a Class
:
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Not applicable.
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Item 6
.
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Ownership of More than Five Percent on Behalf of Another
:
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Not applicable.
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Item 7
.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
:
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Not applicable.
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Item 8
.
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Identification and Classification of Members of the Group
:
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Not applicable.
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Item 9
.
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Notice of Dissolution of Group
:
|
Not applicable.
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Item 10
.
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Certification
:
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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
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Adamas Health Care Fund
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/s/ Noam Fogel Shimoni
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By: Noam Fogel Shimoni*
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Title: Executive Director
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Adamas Capital Management (CY) Limited
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/s/ Noam Fogel Shimoni
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By: Noam Fogel Shimoni**
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Title: Director
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/s/ Dov Malnik
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Dov Malnik
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/s/ Tomer Haim Feingold
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Tomer Haim Feingold
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* 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.