1 |
Name of reporting person
RiverVest Venture Fund III, L.P. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
720,656.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
720,656.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
720,656.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.2 % |
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock (as defined below) and (ii) currently exercisable warrants to acquire 112,243 shares of Common Stock (as defined below) at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of common stock, par value $0.001 per share ("Common Stock"), of Spruce Biosciences, Inc., a Delaware corporation (the "Issuer"), outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Fund III (Ohio), L.P. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
38,251.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
38,251.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
38,251.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.1 % |
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 32,294 shares of Common Stock and (ii) currently exercisable warrants to acquire 5,957 shares of Common Stock at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Partners III (Ohio), LLC |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
38,251.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
38,251.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
38,251.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.1 % |
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 32,294 shares of Common Stock owned by RiverVest Venture Fund III (Ohio), L.P., a Delaware limited partnership ("RiverVest III (Ohio)") and (ii) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest Fund III (Ohio) at an exercise price of $3.96 per share. RiverVest Venture Partners III (Ohio), LLC, a Delaware limited liability company ("RiverVest Partners III (Ohio)"), is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Partners III, L.P. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
758,907.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
758,907.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
758,907.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.2 % |
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest Venture Fund III, L.P., a Delaware limited partnership ("RiverVest III"), (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). RiverVest Venture Partners III, L.P., a Delaware limited partnership ("RiverVest Partners III"), is the general partner of RiverVest III and the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio).
The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Partners III, LLC |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
758,907.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
758,907.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
758,907.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.2 % |
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest III, (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). RiverVest Venture Partners III, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners III, which is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Fund IV, L.P. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
1,000,614.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
1,000,614.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,000,614.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
2.4 % |
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest Venture Fund IV, L.P., a Delaware limited partnership ("RiverVest IV"), and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Partners IV, L.P. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
1,000,614.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
1,000,614.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,000,614.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
2.4 % |
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. RiverVest Venture Partners IV, L.P., a Delaware limited partnership ("RiverVest Partners IV"), is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
RiverVest Venture Partners IV, LLC |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
DELAWARE
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
1,000,614.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
1,000,614.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,000,614.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
2.4 % |
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. RiverVest Venture Partners IV, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners IV, which is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
John P. McKearn, Ph.D. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
UNITED STATES
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
1,759,521.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
1,759,521.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,759,521.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
4.2 % |
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) an aggregate of 1,168,521 shares of Common Stock owned collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, and (ii) an aggregate of 591,000 additional shares of Common Stock issuable upon the exercise of the warrants held collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, in each case at an exercise price of $3.96 per share. Dr. McKearn is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). Dr. McKearn is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
Jay Schmelter |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
UNITED STATES
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
1,759,521.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
1,759,521.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,759,521.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
4.2 % |
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) an aggregate of 1,168,521 shares of Common Stock owned collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, and (ii) an aggregate of 591,000 additional shares of Common Stock issuable upon the exercise of the warrants held collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, in each case at an exercise price of $3.96 per share.
Mr. Schmelter is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio).
Mr. Schmelter is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV.
The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
Thomas C. Melzer |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
UNITED STATES
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 | 8 | Shared Voting Power
758,907.00 | 9 | Sole Dispositive Power
0.00 | 10 | Shared Dispositive Power
758,907.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
758,907.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
13 | Percent of class represented by amount in Row (11)
0.2 % |
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest III, (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). Mr. Melzer is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.
1 |
Name of reporting person
Niall O'Donnell, Ph.D. |
2 | Check the appropriate box if a member of a Group (See Instructions)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (a)
![Checkbox not checked](/img/sec/box-unchecked.jpg) (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)
![Checkbox not checked](/img/sec/box-unchecked.jpg) |
6 | Citizenship or place of organization
UNITED STATES
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
32,500.00 | 8 | Shared Voting Power
1,000,614.00 | 9 | Sole Dispositive Power
32,500.00 | 10 | Shared Dispositive Power
1,000,614.00 |
|
11 | Aggregate amount beneficially owned by each reporting person
1,000,614.00 |
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![Checkbox checked](/img/sec/box-checked.jpg) |
13 | Percent of class represented by amount in Row (11)
2.4 % |
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts set forth in lines 7 and 9 represent 32,500 shares of Common Stock options owned by Mr. O'Donnell. The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. Mr. O'Donnell is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.