SEC Form SC 13D/A filed by Spruce Biosciences Inc. (Amendment)

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.

Name of Reporting Person:

Novo Holdings A/S

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

(a) ☐  (b) ☐

SEC Use Only:

Source of Funds:

WC

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Denmark

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

6,466,020 (1)

Shared Voting Power:

0

Sole Dispositive Power:

6,466,020 (1)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

6,466,020 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

☐

Percent of Class Represented By Amount In Row (11):

15.1% (2)

Type of Reporting Person:

CO

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.

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.

Identity and Background

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 business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

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.

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.

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.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Issuer

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.

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.

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.

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.

Not applicable.

/s/ Barbara Fiorini Due

Novo Holdings A/S

Name, Title

Address

Principal Occupation

Citizenship

Global Healthcare Advisor,

President, K8 Global Pte Ltd.

United Kingdom

United States

Chemin de Craivavers 32,

1012 Lausanne,
Switzerland

Senior Advisor, A.P. Møller

Holding and Professional Board Director

Ingeborg Vænge 2,

2960 Rungsted Kyst
Denmark

Novo Nordisk Foundation

Name, Title

Address

Principal Occupation

Citizenship

Lars Rebien Sørensen,

Chair of the Board

Lars Henrik Munch,

Vice Chair of the Board

Galionsvej 46

1437 København K

Denmark

Steen Riisgaard,

Board Director

Lars Henrik Fugger,

Board Director

72 Staunton Road, Headington

OX3 7TP Oxford
Great Britain

Liselotte Højgaard,

Board Director

Grønningen 21, 4.

1270 København K

Denmark

Nana Sejbaek,

Board Director

Vinrankevej 3

2900 Hellerup

Denmark

Operating Advisor with Goldman

Sachs Asset Management and Professional Board Director

Christopher Ashby Voigt

Board Director

57 Elizabeth Road

Belmont, MA 02478-3819

USA

Professor of Advanced Biotechnology

at Massachusetts Institute of Technology (MIT)

Mads Boritz Grøn,

Board Director

Horsevænget 4

3400 Hillerød

Denmark

Ole Jakob Müller,

Board Director

Borgmester Jensens A 11, 4.

00003
2100 Copenhagen Ø Denmark

Stig Strøbaek,

Board Director

Mads Krogsgaard Thomsen,

Chief Executive Officer

Præstevejen 38

3230 Græsted

Denmark