Item 1. Security and Issuer
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 Issuer’s principal executive offices are located at 611 Gateway Boulevard, Suite 740,
South San Francisco, CA 94080.
Item 2. Identity and Background
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”):
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1. |
HealthCap VIII, L.P., a Delaware limited partnership (the “Fund”); and |
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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 12th 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 Fund’s 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
state securities laws or finding any violation with respect to such laws.
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.
Item 5. Interest in Securities of the Issuer
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 Issuer’s 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”).