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    Amendment: SEC Form SCHEDULE 13D/A filed by ARS Pharmaceuticals Inc.

    3/24/25 7:57:55 PM ET
    $SPRY
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $SPRY alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    ARS Pharmaceuticals, Inc.

    (Name of Issuer)


    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)


    82835W108

    (CUSIP Number)


    David Clark
    Deerfield Management Company, L.P., 345 Park Avenue South, 12th
    New York, NY, 10010
    212-551-1600


    Elliot Press
    Deerfield Management Company, L.P., 345 Park Avenue South, 12th
    New York, NY, 10010
    212-551-1600


    Jonathan D. Weiner, Esq.
    Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
    New York, NY, 10020
    212-940-8800


    Mark D. Wood, Esq.
    Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
    New York, NY, 10020
    212-940-8800

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    03/20/2025

    (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    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 (“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).






    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    Deerfield Mgmt III, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,257,329.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,257,329.00
    11Aggregate amount beneficially owned by each reporting person

    5,257,329.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.36 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    Comprised of 5,257,329 shares of common stock held by Deerfield Private Design Fund III, L.P.


    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    Deerfield Private Design Fund III, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,257,329.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,257,329.00
    11Aggregate amount beneficially owned by each reporting person

    5,257,329.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.36 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    Deerfield Mgmt IV, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,257,328.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,257,328.00
    11Aggregate amount beneficially owned by each reporting person

    5,257,328.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.36 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    Comprised of 5,257,328 shares of common stock held by Deerfield Private Design Fund IV, L.P.


    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    Deerfield Private Design Fund IV, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,257,328.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,257,328.00
    11Aggregate amount beneficially owned by each reporting person

    5,257,328.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.36 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    Deerfield Management Company, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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 checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    10,514,657.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    10,514,657.00
    11Aggregate amount beneficially owned by each reporting person

    10,514,657.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.72 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    Comprised of an aggregate of 10,514,657 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.


    SCHEDULE 13D

    CUSIP No.
    82835W108


    1 Name of reporting person

    James E. Flynn
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    10,514,657.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    10,514,657.00
    11Aggregate amount beneficially owned by each reporting person

    10,514,657.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.72 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    Comprised of an aggregate of 10,514,657 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.0001 per share
    (b)Name of Issuer:

    ARS Pharmaceuticals, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    11682 EL CAMINO REAL, SUITE 120, SAN DIEGO, CALIFORNIA , 92130.
    Item 1 Comment:
    This Amendment No. 2 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (ii) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (iii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (iv) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (v) Deerfield Management Company, L.P. ("Deerfield Management") and (vi) James E. Flynn, a natural person ("Flynn" and collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the "Reporting Persons"), as amended by Amendment No. 1 thereto (as amended, the "Schedule 13D"), with respect to the common stock of ARS Pharmaceuticals, Inc. Deerfield Private Design Fund III and Deerfield Private Design Fund IV are collectively referred to herein as the "Deerfield Funds"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
    Item 5.Interest in Securities of the Issuer
    (a)
    (1) Deerfield Mgmt III Number of shares: 5,257,329 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 5.36% (2) Deerfield Private Design Fund III Number of shares: 5,257,329 Percentage of shares: 5.36% (3) Deerfield Mgmt IV Number of shares: 5,257,328 (comprised of shares held by Deerfield Private Design Fund IV) Percentage of shares: 5.36% (4) Deerfield Private Design Fund IV Number of shares: 5,257,328 Percentage of shares: 5.36% (5) Deerfield Management Number of shares: 10,514,657 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 10.72% (6) Flynn Number of shares: 10,514,657 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 10.72%
    (b)
    (1) Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,257,329 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,257,329 (2) Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,257,329 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,257,329 (3) Deerfield Mgmt IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,257,328 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,257,328 (4) Deerfield Private Design Fund IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,257,328 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,257,328 (5) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 10,514,657 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 10,514,657 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 10,514,657 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 10,514,657 Flynn is the managing member of the general partner of each of Deerfield Mgmt IV, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III and Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of the Deerfield Funds. *Percentage beneficial ownership reported herein reflects 98,119,804 shares of Common Stock outstanding as of March 17, 2025, as reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2024.

        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.

     
    Deerfield Mgmt III, L.P.
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
     
    Deerfield Private Design Fund III, L.P.
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
     
    Deerfield Mgmt IV, L.P.
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
     
    Deerfield Private Design Fund IV, L.P.
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
     
    Deerfield Management Company, L.P.
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
     
    James E. Flynn
     
    Signature:/s/ Jonathan Isler
    Name/Title:Jonathan Isler, Attorney-in-Fact
    Date:03/24/2025
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