HealthCap VIII Amends Spruce Biosciences Stake

TL;DR

HealthCap VIII updated its 13D filing for Spruce Biosciences on 3/7/24. Watch this space.

AI Summary

HealthCap VIII, L.P. filed an amendment (No. 2) to its Schedule 13D on March 7, 2024, regarding its holdings in Spruce Biosciences, Inc. The filing indicates a change in the beneficial ownership of Spruce Biosciences, Inc. common stock. HealthCap VIII, L.P. is represented by HealthCap VI GP S.A., located in Lausanne, Switzerland.

Why It Matters

This filing signals a potential shift in major shareholder activity for Spruce Biosciences, Inc., which could influence stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant shifts in investor sentiment or strategy, potentially impacting the stock.

Key Players & Entities

• HealthCap VIII, L.P. (company) — Filing entity
• Spruce Biosciences, Inc. (company) — Subject company
• HealthCap VI GP S.A. (company) — Representative for HealthCap VIII, L.P.
• March 7, 2024 (date) — Date of event

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d751370dsc13da.htm (SC 13D/A) — 47KB
• d751370dex994.htm (EX-99.4) — 7KB
• 0001193125-24-062172.txt ( ) — 55KB

of the Schedule 13D is hereby amended and restated as follows

Item 1 of the Schedule 13D is hereby amended and restated as follows: This Amendment No. 2 to the Schedule 13D filed on December 18, 2020 (as amended, this Schedule 13D) relates to the common stock, par value $0.0001 per share (the Common Stock), of Spruce Biosciences, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 611 Gateway Boulevard, Suite 740, South San Francisco, CA 94080. Item2. Identity and Background

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by the following persons (each a Reporting Person and together the Reporting Persons): 1. HealthCap VIII, L.P., a Delaware limited partnership (the Fund); and 2. HealthCap VIII GP LLC, a Delaware limited liability company (the GP), which is the sole general partner of the Fund. The address of the Fund c/o HealthCap VI GP S.A., 23 Avenue Villamont, Lausanne, Switzerland CH 1005 and the address of the GP is 101 Main Street 12 th Floor, Suite 1220, Cambridge, MA 02142. The principal business of the Reporting Persons and the Managers is venture capital investment focused on the health care sector. This amendment to the Schedule 13D adds the GP as a reporting person and removes HealthCap VIII GP S.A., the Funds former general partner, as a reporting person. During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 4, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. Item5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b): The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 40,710,692 outstanding shares of Common Stock as of November 9, 2023, as reported in the Issuers Form 10-Q filed on November 13, 2023, and after giving effect to the issuance of 708,000 additional shares that would be issued upon the exercise of the warrants purchased by the Reporting Persons pursuant to the Securities Purchase Agreement (as described below in Item 6). The Fund directly holds 2,977,621 shares of Common Stock and warrants exercisable for 708,000 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 VI GP S.A., a Swiss registered company (HealthCap VI). Vanessa Malier and Thomas Ramdahl are each directors of the GP. Fabrice Bernhard is the General Manager of HealthCap VI, and Dag Richter, François Kaiser and Daniel Schafer are each Directors of HealthCap VI (together, the Managers). (c) The Reporting Persons have not effected any transaction in the shares of Common Stock of the Issuer during the past 60 days. (d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement. (e) Not applicable. Item7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is amended and supplemented to add the following: Exhibit 4Joint Filing Agreement, dated as of March 7, 2024

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Dated: March 7, 2024 HEALTHCAP VIII, L.P. By: HealthCap VIII GP LLC, its general partner By: HealthCap VI GP SA, its investment manager By: /s/ Dag Richter Name: Dag Richter Title: Director By: /s/ Fabrice Bernhard Name: Fabrice Bernhard Title: General Manager HEALTHCAP VIII GP LLC By: HealthCap VI GP SA, its investment manager By: /s/ Dag Richter Name: Dag Richter Title: Director By: /s/ Fabrice Bernhard Name: Fabrice Bernhard Title: General Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR