UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Spruce Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

85209E109

(CUSIP Number)

 

February 17, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

CUSIP No.   85209E109
1.

Names of Reporting Persons

5AM Opportunities II, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

6.

Shared Voting Power

4,137,000 shares (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

4,137,000 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,137,000 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

9.97% (3)

12.

Type of Reporting Person (See Instructions)

PN

         

(1)This Schedule 13G is filed by 5AM Opportunities II, L.P. (“Opps II”), 5AM Opportunities II (GP), LLC (“Opps II GP”), Dr. Kush Parmar (“Parmar”) and Andrew J. Schwab (“Schwab” and, with Opps II, Opps II GP and Parmar, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Includes (i) 2,364,000 shares of Common Stock held directly by Opps II and (ii) 1,773,000 shares of Common Stock issuable upon exercise of warrants held by Opps II that are currently exercisable. Opps II GP is the sole general partner of Opps II and Parmar and Schwab are the managing members of Opps II GP. Each of Opps II GP, Parmar and Schwab share voting and dispositive power over the shares held by Opps II.

(3)This percentage is calculated based upon the sum of (i) 23,601,004 shares of the Issuer's Common Stock issued and outstanding as of December 31, 2022, (ii) 16,116,000 shares of Common Stock issued in the private placement of equity securities by the Issuer that closed on February 17, 2023 (the “Private Placement”), and (iii) 1,773,000 shares of Common Stock issuable upon conversion of warrants held by Opps II.

 

2

 

CUSIP No.   85209E109
1.

Names of Reporting Persons

5AM Opportunities II (GP), LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

6.

Shared Voting Power

4,137,000 shares (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

4,137,000 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,137,000 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

9.97% (3)

12.

Type of Reporting Person (See Instructions)

OO

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Includes (i) 2,364,000 shares of Common Stock held directly by Opps II and (ii) 1,773,000 shares of Common Stock issuable upon exercise of warrants held by Opps II that are currently exercisable. Opps II GP is the sole general partner of Opps II and Parmar and Schwab are the managing members of Opps II GP. Each of Opps II GP, Parmar and Schwab share voting and dispositive power over the shares held by Opps II.

(3)This percentage is calculated based upon the sum of (i) 23,601,004 shares of the Issuer's Common Stock issued and outstanding as of December 31, 2022, (ii) 16,116,000 shares of Common Stock issued in the Private Placement on February 17, 2023, and (iii) 1,773,000 shares of Common Stock issuable upon conversion of warrants held by Opps II.

 

3

 

CUSIP No.   85209E109
1.

Names of Reporting Persons

Dr. Kush Parmar

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

6.

Shared Voting Power

4,137,000 shares (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

4,137,000 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,137,000 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

9.97% (3)

12.

Type of Reporting Person (See Instructions)

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Includes (i) 2,364,000 shares of Common Stock held directly by Opps II and (ii) 1,773,000 shares of Common Stock issuable upon exercise of warrants held by Opps II that are currently exercisable. Opps II GP is the sole general partner of Opps II and Parmar and Schwab are the managing members of Opps II GP. Each of Opps II GP, Parmar and Schwab share voting and dispositive power over the shares held by Opps II.

(3)This percentage is calculated based upon the sum of (i) 23,601,004 shares of the Issuer's Common Stock issued and outstanding as of December 31, 2022, (ii) 16,116,000 shares of Common Stock issued in the Private Placement on February 17, 2023, and (iii) 1,773,000 shares of Common Stock issuable upon conversion of warrants held by Opps II.

 

4

 

CUSIP No.   85209E109
1.

Names of Reporting Persons

Andrew J. Schwab

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

6.

Shared Voting Power

4,137,000 shares (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

4,137,000 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,137,000 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

9.97% (3)

12.

Type of Reporting Person (See Instructions)

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Includes (i) 2,364,000 shares of Common Stock held directly by Opps II and (ii) 1,773,000 shares of Common Stock issuable upon exercise of warrants held by Opps II that are currently exercisable. Opps II GP is the sole general partner of Opps II and Parmar and Schwab are the managing members of Opps II GP. Each of Opps II GP, Parmar and Schwab share voting and dispositive power over the shares held by Opps II.

(3)This percentage is calculated based upon the sum of (i) 23,601,004 shares of the Issuer's Common Stock issued and outstanding as of December 31, 2022, (ii) 16,116,000 shares of Common Stock issued in the Private Placement on February 17, 2023, and (iii) 1,773,000 shares of Common Stock issuable upon conversion of warrants held by Opps II.

 

5

 

Item 1.
 
  (a)

Name of Issuer

 

Spruce Biosciences, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

611 Gateway Boulevard, Suite 740

South San Francisco, California 94080

 
Item 2.
 
  (a)

Name of Person Filing

 

5AM Opportunities II, L.P. (“Opps II”)

5AM Opportunities II (GP), LLC (“Opps II GP”)

Dr. Kush Parmar (“Parmar”)

Andrew J. Schwab (“Schwab”)

  (b)

Address of Principal Business Office or, if none, Residence

 

c/o 5AM Ventures

501 Second Street, Suite 350

San Francisco, CA 94107

  (c) Citizenship    
         
    Entities: Opps II - Delaware
      Opps II GP - Delaware
    Individuals: Parmar - United States
      Schwab - United States

  (d)

Title of Class of Securities

 

Common Stock, par value $0.0001 per share par value (“Common Stock”)

  (e)

CUSIP Number

 

85209E109

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable

 

6

 

Item 4.Ownership

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of February 27, 2023:

 

Reporting
Persons		  Shares Held
Directly		   Sole
Voting
Power		   Shared
Voting
Power		   Sole
Dispositive
Power		   Shared
Dispositive
Power		   Beneficial
Ownership		   Percentage
of Class (2)		 
Opps II (1)   4,137,000    0    4,137,000    0    4,137,000    4,137,000    9.97%
Opps II GP (1)   0    0    4,137,000    0    4,137,000    4,137,000    9.97%
Parmar (1)   0    0    4,137,000    0    4,137,000    4,137,000    9.97%
Schwab (1)   0    0    4,137,000    0    4,137,000    4,137,000    9.97%

 

(1)Includes (i) 2,364,000 shares of Common Stock held directly by Opps II and (ii) 1,773,000 shares of Common Stock issuable upon exercise of warrants held by Opps II that are currently exercisable. Opps II GP is the sole general partner of Opps II and Parmar and Schwab are the managing members of Opps II GP. Each of Opps II GP, Parmar and Schwab share voting and dispositive power over the shares held by Opps II.

 

(2)This percentage is calculated based upon the sum of (i) 23,601,004 shares of the Issuer's Common Stock issued and outstanding as of December 31, 2022, (ii) 16,116,000 shares of Common Stock issued in the Private Placement on February 17, 2023, and (iii) 1,773,000 shares of Common Stock issuable upon conversion of warrants held by Opps II.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable
 
Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
   
  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 such purpose or effect.

 

7

 

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: February 27, 2023

 

5AM Opportunities II, L.P.  
     
By: 5AM Opportunities II (GP), LLC  
its General Partner  
     
By: /s/ Kush Parmar  
  Name: Dr. Kush Parmar  
  Title: Managing Member  
     
5AM Opportunities II (GP), LLC  
     
By: /s/ Kush Parmar  
  Name: Dr. Kush Parmar  
  Title: Managing Member  

 

/s/ Kush Parmar  
Dr. Kush Parmar  
   
/s/ Andrew J. Schwab  
Andrew J. Schwab  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

8

 

Exhibit(s):

 

AJoint Filing Agreement

 

9

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Spruce Biosciences, Inc. is filed on behalf of each of us.

 

Dated: February 27, 2023

 

5AM Opportunities II, L.P.  
     
By: 5AM Opportunities II (GP), LLC  
its General Partner  
     
By: /s/ Kush Parmar  
  Name: Dr. Kush Parmar  
  Title: Managing Member  
     
5AM Opportunities II (GP), LLC  
     
By: /s/ Kush Parmar  
  Name: Dr. Kush Parmar  
  Title: Managing Member  

 

/s/ Kush Parmar  
Dr. Kush Parmar  
   
/s/ Andrew J. Schwab  
Andrew J. Schwab  

 

 

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