Amendment: SEC Form SCHEDULE 13D/A filed by ARS Pharmaceuticals Inc.
$SPRY
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
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) |
07/02/2025 (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.
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
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| CUSIP No. | 82835W108 |
| 1 |
Name of reporting person
Deerfield Mgmt III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,862,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of 4,862,254 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. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,862,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 82835W108 |
| 1 |
Name of reporting person
Deerfield Mgmt IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,862,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of 4,862,254 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. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,862,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 82835W108 |
| 1 |
Name of reporting person
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,724,508.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.90 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.
SCHEDULE 13D
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| CUSIP No. | 82835W108 |
| 1 |
Name of reporting person
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,724,508.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.90 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.
SCHEDULE 13D
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| 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. 3 (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 Nos. 1 and 2 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: 4,862,254 (comprised of shares held by Deerfield Private Design Fund III)
Percentage of shares: 4.95%
(2) Deerfield Private Design Fund III
Number of shares: 4,862,254
Percentage of shares: 4.95%
(3) Deerfield Mgmt IV
Number of shares: 4,862,254 (comprised of shares held by Deerfield Private Design Fund IV)
Percentage of shares: 4.95%
(4) Deerfield Private Design Fund IV
Number of shares: 4,862,254
Percentage of shares: 4.95%
(5) Deerfield Management
Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV)
Percentage of shares: 9.90%
(6) Flynn
Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV)
Percentage of shares: 9.90% | |
| (b) | (1) Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,862,254
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,862,254
(2) Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,862,254
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,862,254
(3) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,862,254
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,862,254
(4) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,862,254
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,862,254
(3) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,724,508
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,724,508
(6) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,724,508
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,724,508
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 98,213,561 shares of Common Stock outstanding as of May 12, 2025, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. | |
| (c) | Transactions in the common stock effected by the Reporting Persons in the last sixty (60) days are set forth below. All such transactions were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business. Reporting Person - Deerfield Private Design Fund III, L.P.
Date - 6/27/2025
Number of Shares Sold - 395,075
Price per Share ($)* - $18.45
Price Range ($)** - $18.20 - $18.89
Reporting Person - Deerfield Private Design Fund IV, L.P.
Date - 6/27/2025
Number of Shares Sold - 395,074
Price per Share ($)* - $18.45
Price Range ($)** - $18.20 - $18.89
* Price per share reported is a weighted average price. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
** The shares were sold in multiple transactions at prices within the price range indicated (unless otherwise indicated). | |
| 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.
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