Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Spruce Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
85209E208 (CUSIP Number) |
HealthCap VIII, L.P. Represented by HealthCap Investments SA, 23 Avenue Villamont Lausanne, V8, CH-1005 4121 614 3500 Louis E. Rambo Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 S Washington, DC, 20004-2533 (202) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 85209E208 |
| 1 |
Name of reporting person
HealthCap VIII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 85209E208 |
| 1 |
Name of reporting person
HealthCap VIII GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Spruce Biosciences, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
611 Gateway Boulevard, Suite 740, South San Francisco,
CALIFORNIA
, 94080. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 1,065,223 outstanding shares of Common Stock, comprising (i) 563,042 outstanding shares of Common Stock as of August 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 14, 2025, and (ii) 502,181 shares of Common Stock issed by the Issuer in a private placement, as announced by the Issuer on October 8, 2025, and give effect to the issuance of 9,439 shares of Common Stock that would be issued upon the exercise of warrants held by the Reporting Persons. The Fund directly holds 27,201 shares of Common Stock and warrants exercisable for 9,439 shares of Common Stock. The GP is the general partner of the Fund. The GP has delegated voting and dispositive power over the shares held by the Fund to HealthCap Investments S.A., a Swiss registered company ("HealthCap Investments"). Vanessa Malier and Thomas Ramdahl are each directors of the GP. Fabrice Bernhard is the General Manager of HealthCap Investments, and Dag Richter, Francois Kaiser and Daniel Schafer are each Directors of HealthCap Investments (together, the "Managers"). |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | On October 7, 2025, the Fund sold 12,500 shares of Common Stock at a price of $205.99 per share. |
| (e) | On October 9, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. |
| 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.
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