UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Spruce Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
85209E 109
(CUSIP Number)
Barbara Fiorini Due
Novo Holdings A/S
Tuborg Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy to:
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 14, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 (the “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.: 85209E 109
| 1. | Name of Reporting Person:
Novo Holdings A/S | |||||
| 2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds:
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
Denmark | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
| 7. | Sole Voting Power:
6,466,020 (1) | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
6,466,020 (1) | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
6,466,020 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
15.1% (2) | |||||
| 14. | Type of Reporting Person:
CO | |||||
| (1) | Represents (i) 4,810,020 shares of Common Stock and (ii) currently exercisable warrants to acquire 1,656,000 shares of common stock at an exercise price of $3.96 per share. |
| (2) | Based upon (i) 41,149,160 shares of the Issuer’s Common Stock outstanding as of March 14, 2024, as reported in the Issuer’s 10-K filed with the Securities and Exchange Commission (the “SEC”), plus (ii) 1,656,000 shares of Common Stock issuable upon the exercise of the warrants held by Novo Holdings A/S. |
2
This amendment (“Amendment No. 5”) amends the Schedule 13D originally filed with the SEC on October 16, 2020, as subsequently amended by Amendment No. 1 filed on May 21, 2021, Amendment No. 2 filed on November 22, 2022, Amendment No. 3 filed on September 30, 2022, and Amendment No. 4 filed on February 21, 2023 (collectively, the “Schedule”), to report and reflect a reduction in the beneficial ownership of the Issuer’s common stock. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.
| Item 2. | Identity and Background |
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 Foundation’s 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 Foundation’s 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 proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 amends and supplements Item 3 in the Schedule to reflect sales of the Issuer’s stock during the past 60 days, as follows:
On March 14, 2024, Novo Holdings A/S sold 1,912,316 shares in the open market at an average weighted price per share of $0.8884, with prices ranging from $0.78 to $1.08.
3
| Item 5. | Interest in Securities of the Issuer |
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 Issuer’s outstanding shares of Common Stock, based upon (i) 41,149,160 shares of the Issuer’s Common Stock outstanding as of March 14, 2024, as reported in the Issuer’s 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 Issuer’s 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 Issuer’s 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 Director | Denmark | |||
| Steen Riisgaard, Vice Chair of the Board | Hestetangsvej 155, 3520 Farum, Denmark | Professional Board Director | Denmark | |||
| Jean-Luc Butel, Board Director | 235 Arcadia Road, unit 10-3, Singapore 289843 Singapore | Global Healthcare Advisor, President, K8 Global Pte Ltd. | Singapore | |||
| Jeppe Christiansen, Board Director | Classensgade 59, 5. th, 2100 Copenhagen Ø, Denmark | Chief Executive Officer, Fondsmaeglerselskabet Maj Invest A/S | Denmark | |||
| Francis Michael Cyprian Cuss, Board Director | 111 Rippling Brook Way, Bernardsville, NJ 07924 USA | Biopharmaceutical Consultant | United Kingdom
United States | |||
| Viviane Monges, Board Director | Chemin de Craivavers 32, 1012 Lausanne, | Professional Board Director | France | |||
| Henrik Poulsen, Board Director | Emiliekildevej 36 2930 Klampenborg Denmark | Senior Advisor, A.P. Møller Holding and Professional Board Director | Denmark | |||
| Britt Meelby Jensen Board Director | Bukkeballevej 10 2960 Rungsted Kyst Denmark | Chief Executive Officer, Ambu A/S | Denmark | |||
| Susanne Antonie Schaffert Board Director | Am Eichenwald 18 91054 Erlangen Germany | Professional Board Director | Germany | |||
| Kasim Kutay, Chief Executive Officer | Bredgade 65, 3.tv. 1260 Copenhagen K. Denmark | Chief Executive Officer, Novo Holdings A/S | United Kingdom | |||
| Nigel Kevin Govett Chief Financial Officer | Ingeborg Vænge 2, 2960 Rungsted Kyst | Chief Financial Officer, Novo Holdings A/S | United Kingdom | |||
6
Novo Nordisk Foundation | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Lars Rebien Sørensen, Chair of the Board | Via Volpini 35 53040 Cetona SI Italy | Professional Board Director | Denmark | |||
Lars Henrik Munch, Vice Chair of the Board | Galionsvej 46 1437 København K Denmark | Professional Board Director | Denmark | |||
Steen Riisgaard, Board Director | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
Lars Henrik Fugger, Board Director | 72 Staunton Road, Headington OX3 7TP Oxford | Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain | Denmark | |||
Liselotte Højgaard, Board Director | Grønningen 21, 4. 1270 København K Denmark | Professor | Denmark | |||
Nana Sejbaek, Board Director | Vinrankevej 3 2900 Hellerup Denmark | Operating Advisor with Goldman Sachs Asset Management and Professional Board Director | Denmark | |||
Christopher Ashby Voigt Board Director | 57 Elizabeth Road Belmont, MA 02478-3819 USA | Professor of Advanced Biotechnology at Massachusetts Institute of Technology (MIT) | USA | |||
Mads Boritz Grøn, Board Director | Horsevænget 4 3400 Hillerød Denmark | Senior Lead Auditor, Novo Nordisk A/S | Denmark | |||
Ole Jakob Müller, Board Director | Borgmester Jensens A 11, 4. 00003 | Senior Environmental Specialist, Novozymes A/S | Denmark | |||
Stig Strøbaek, Board Director | Furesøgårdsvej 2 3520 Farum Denmark | Electrician, Novo Nordisk A/S | Denmark | |||
Mads Krogsgaard Thomsen, Chief Executive Officer | Præstevejen 38 3230 Græsted Denmark | Chief Executive Officer, Novo Nordisk Foundation | Denmark | |||
7
