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:

 1,656,000 (1)

 Shared Voting Power:

 0

 Sole Dispositive Power:

 1,656,000 (1)

 Shared Dispositive Power:

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person:

 1,656,000 (1)

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

 ☐

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

 3.9% (2)

 Type of Reporting Person:

 CO

Represents 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”) on March 18, 2024, plus (ii) 1,656,000 shares of Common Stock issuable upon the exercise of the warrants held by Novo Holdings A/S.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Issuer

Novo Holdings A/S beneficially owns 1,656,000 shares of Common Stock (the “Novo Shares”) representing approximately 3.9% 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 on March 18, 2024, 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 Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.

Since the Schedule 13D/A filed on March 25, 2024, except as set forth 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 Schedule I has effected any transactions in the Issuer’s Common Shares within the past 60 days. The information set forth in Item 3 of the Schedule 13D/A filed on March 25, 2024 is incorporated herein.

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.

As of March 26, 2024, Novo Holdings A/S ceased to be a beneficial owner of more than five percent of the Issuer’s Common Stock.

/s/ Barbara Fiorini Due