Novo Holdings Amends Spruce Biosciences 13D Filing

TL;DR

Novo Holdings updated its Spruce Biosciences filing, watch for ownership changes.

AI Summary

Novo Holdings A/S, formerly Novo A/S, has filed an amendment (Amendment No. 5) to its Schedule 13D on March 18, 2024, regarding its holdings in Spruce Biosciences, Inc. The filing indicates a change in the reporting person, with Barbara Fiorini now listed as the contact for Novo Holdings A/S. The specific details of the holdings or any changes in ownership percentage are not detailed in this excerpt.

Why It Matters

This filing updates ownership information for Spruce Biosciences, Inc., which could signal changes in strategic interest or control by a significant investor like Novo Holdings A/S.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in investment strategy or potential corporate actions that could impact stock price.

Key Players & Entities

• Novo Holdings A/S (company) — Reporting Person
• Spruce Biosciences, Inc. (company) — Subject Company
• Novo A/S (company) — Former Company Name
• Barbara Fiorini (person) — Contact Person for Novo Holdings A/S
• B. Shayne Kennedy (person) — Copy to Counsel
• Latham & Watkins LLP (company) — Counsel for Novo Holdings A/S

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $3.96 — of common stock at an exercise price of $3.96 per share. (2) Based upon (i) 41,149
• $0 — an average weighted price per share of $0.8884, with prices ranging from $0.78 to
• $0.78 — re of $0.8884, with prices ranging from $0.78 to $1.08. 3 Item5. Interest in Sec
• $1.08 — 8884, with prices ranging from $0.78 to $1.08. 3 Item5. Interest in Securities o

Filing Documents

• d786260dsc13da.htm (SC 13D/A) — 58KB
• 0001193125-24-070413.txt ( ) — 60KB

is amended and replaced in its entirety as follows

Item 2 is amended and replaced in its entirety as follows: (a) Novo Holdings A/S, a Danish corporation, is an investment firm focused on life sciences and finance that is wholly owned by Novo Nordisk Foundation (the Foundation ), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S. The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Amendment No. 5. (b) The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark. The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Schedule 13D. (c) Novo Holdings A/S, a holding company that is responsible for managing the Foundations assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector. The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants. (d) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in the updated Schedule I has been convicted in any criminal proceedings. (e) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in the updated Schedule I was a party to a civil pr

is amended and replaced in its entirety as follows

Item 5 is amended and replaced in its entirety as follows: (a) Novo Holdings A/S beneficially owns 6,466,020 shares of Common Stock (the Novo Shares ) representing approximately 15.1% of the Issuers outstanding shares of Common Stock, based upon (i) 41,149,160 shares of the Issuers Common Stock outstanding as of March 14, 2024, as reported in the Issuers 10-K filed with the SEC, plus (ii) 1,656,000 shares of Common Stock issuable upon the exercise of the warrants held by Novo Holdings A/S. (b) Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares. (c) Except as disclosed in Item 3, Novo Holdings A/S has not effected any transactions in the Issuers Common Shares within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuers Common Shares within the past 60 days. (d) Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares. (e) Not applicable. 4 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. Dated: March 18, 2024 Novo Holdings A/S /s/ Barbara Fiorini Due By: Barbara Fiorini Due Its: General Counsel, Finance & Operations Schedule I Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below. Novo Holdings A/S Name, Title Address Principal Occupation Citizenship Lars Rebien Sørensen, Chair of the Board Via Volpini 35 53040 Cetona SI Italy Professional Board D

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View this SC 13D/A filing on SEC EDGAR