Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85209E 109

(CUSIP Number)

Peter Haahr

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, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2020

(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 persons 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:   4,989,336
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   4,989,336
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   4,989,336
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐
13.		Percent of Class Represented By Amount In Row (11):   21.5%(1)
14.		Type of Reporting Person:   CO

 

(1)

Based upon 23,163,593 shares of the Issuers Common Stock outstanding after the Issuers initial public offering (the IPO), as reported in the Issuers prospectus (Form 424(b)(4)) filed with the Securities and Exchange Commission (SEC) on October 9, 2020, which includes the exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers Form 8-K filed with the SEC on October 14, 2020.

 

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Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock), of Spruce Biosciences, Inc., a Delaware corporation (the Issuer). The Issuers principal executive office is located at 2001 Junipero Serra Boulevard, Suite 640, Daly City, California 94014.

 

Item 2.

Identity and Background

 

(a)

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (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 Foundations 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. Tiba Aynechi, Ph.D. is employed as a senior partner at Novo Ventures (US), Inc. and was designated to the board of directors of the Issuer by Novo Holdings A/S in May 2016. Dr. Aynechi is not deemed to be a beneficial owner of the securities 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 Schedule I to this Schedule 13D.

 

(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 Schedule I to this Schedule 13D.

 

(c)

Novo Holdings A/S, a holding company that is responsible for managing the Foundations 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 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 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

Prior to the Issuers IPO, Novo Holdings A/S acquired the following securities of the Issuer:

 

(i)

In April 2016, Novo Holdings A/S purchased 15,000,000 shares of Series A convertible preferred stock of the Issuer for $1.00 per share and an aggregate purchase price of approximately $15 million. The purchase price for these shares was paid by Novo Holdings A/S from its working capital.

 

(ii)

In February 2019, Novo Holdings A/S purchased 6,000,000 shares of Series A convertible preferred stock of the Issuer for $1.00 per share and an aggregate purchase price of approximately $6 million. The purchase price for these shares was paid by Novo Holdings A/S from its working capital.

 

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(iii)

In February 2020, Novo Holdings A/S purchased 5,000,000 shares of Series B convertible preferred stock of the Issuer for $1.20 per share and an aggregate purchase price of approximately $6 million. The purchase price for these shares was paid by Novo Holdings A/S from its working capital.

 

(iv)

In August 2020, Novo Holdings A/S purchased 5,000,000 shares of Series B convertible preferred stock of the Issuer for $1.20 per share and an aggregate purchase price of approximately $6 million. The purchase price for these shares was paid by Novo Holdings A/S from its working capital.

 

(v)

On October 2, 2020, the Issuer effected a 1-for-6.541 reverse stock split of its Common Stock. Following this reverse stock split, the conversion price of Novo Holdings A/Ss shares of Series A convertible preferred stock and Series B convertible preferred stock was adjusted so that each share of convertible preferred stock was convertible into Common Stock on a 6.541-for-1 basis at any time at Novo Holdings A/Ss election and automatically upon the closing of the Issuers initial public offering.

On October 14, 2020, the closing date of the IPO:

 

(i)

Novo Holdings A/S acquired an aggregate of 4,739,336 shares of Common Stock upon the automatic conversion of the convertible preferred stock that occurred upon the closing of the IPO; and

 

(ii)

Novo Holdings A/S purchased 250,000 shares of Common Stock from the underwriters (the IPO Shares) at $15.00 per share for an aggregate purchase price of $3.75 million pursuant to the provisions of the Underwriting Agreement among the Issuer and the several underwriters for the IPO. The purchase price of the IPO Shares was paid by Novo Holdings A/S from its working capital.

 

(iii)

Following these purchases in the IPO, Novo Holdings A/S held a total of 4,989,336 shares of Common Stock.

 

Item 4.

Purpose of Transaction

The acquisitions of Issuer securities made by Novo Holdings A/S, as described in this Schedule 13D, were for investment purposes. Novo Holdings A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo Holdings A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo Holdings A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Tiba Aynechi, Ph.D. is employed as a senior partner at Novo Ventures (US), Inc. and was designated to the board of directors of the Issuer by Novo Holdings A/S in May 2016. Dr. Aynechi is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S. Dr. Aynechi may engage in communications with the Issuers other directors and members of management, and stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same. Other than as described herein, Novo Holdings A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, Novo Holdings A/S may review or reconsider or change its purpose or formulate different plans, strategies, or proposals with respect thereto at any time.

 

Item 5.

Interest in Securities of the Issuer

(a)    Novo Holdings A/S beneficially owns 4,989,336 shares of Common Stock (the Novo Shares) representing approximately 21.5% of the Issuers outstanding shares of Common Stock, based upon 23,163,593 shares of the Issuers Common Stock outstanding after the IPO, as reported in the Issuers prospectus (Form 424(b)(4)) filed with the SEC on October 9, 2020, which includes the exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers Form 8-K filed with the SEC on October 14, 2020.

 

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(b)    Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described above regarding the Novo Board, 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.

(c)    Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuers Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuers Common Stock 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.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the terms of an Amended and Restated Investors Rights Agreement with the Issuer, dated February 19, 2020, certain holders of the Issuers common stock, including Novo Holdings A/S, are entitled to rights with respect to the registration of their shares of Common Stock (the registerable securities) under the Securities Act of 1933, as amended. Beginning 180 days after the effective date of the registration statement for the IPO, the holders of a majority of the then-outstanding registrable securities have demand rights to request the registration on Form S-1 of their registrable securities, provided the aggregate offering price is at least $5 million. The stockholders may only require two registration statements on Form S-1. In addition, the holders of the then-outstanding registrable securities can request that the Issuer register all or part of their shares on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and if the anticipated aggregate offering price, net of selling expenses, is at least $1 million. The stockholders may only require two registration statements on Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, on the earliest to occur of (a) five years following the completion of the Issuers IPO, (b) at such time that all of the holders registrable securities can be sold without limitation in any three-month period without registration in compliance with Rule 144 or a similar exemption or (c) the closing of a deemed liquidation event, as defined in the Issuers certificate of incorporation.

In addition, the Issuer, its directors and officers, and the holders of substantially all of its outstanding securities, including Novo Holdings A/S, entered into lock-up agreements, pursuant to which they agreed with the underwriters that, for a period of 180 days following the date of the underwriting agreement in connection with the IPO, subject to certain exceptions, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any of the Issuers shares of Common Stock, or any options or warrants to purchase any shares of its Common Stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of its Common Stock.

The descriptions of the Amended and Restated Investors Rights Agreement and the Lock-Up Agreement in this Item 6 of the Schedule 13D are summaries only and are qualified in their entireties by the actual terms of each such agreement, which are incorporated herein by reference. See Item 7 Material to be Filed as Exhibits.

 

Item 7.

Material to be Filed as Exhibits

Amended and Restated Investors Rights Agreement, dated as of February 19, 2020 (incorporated by reference to Exhibit 4.2 to the Issuers Registration Statement on Form S-1 filed with the SEC on September 18, 2020).

 

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Exhibit 99.1 Form of Lock-Up Agreement, between Novo Holdings A/S and the Underwriters.

 

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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: October 16, 2020				Novo Holdings A/S
				/s/ Peter Haahr
				By:		Peter Haahr
				Its:		Chief Financial Officer

Novo Nordisk Foundation
Name, Title		Address		Principal Occupation				Citizenship
Birgitte Nauntofte, Chief Executive Officer		Engbakkevej 24 2920 Charlottenlund Denmark		Chief Executive Officer, Novo Nordisk Foundation				Denmark
Niels Peder Nielsen, Deputy CEO		Winthersvej 10, 3480 Fredensborg Denmark		Deputy CEO, Novo Nordisk Foundation				Denmark
Anne Marie Kverneland, Director		Nybrovej 216 2800 Kgs. Lyngby Denmark		Laboratory technician, Novo Nordisk A/S				Denmark
Lars Bo Køppler, Director		Anemonevej 7 3550 Slangerup Denmark		Technician, Novozymes A/S				Denmark
Lars Fugger, Director		72 Staunton Road, Headington OX3 7TP Great Britain		Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain				Denmark
Lars Henrik Munch, Director		Galionsvej 46 1437 København K Denmark		Professional Board Director				Denmark
Mads Boritz Grøn, Director		Horsevænget 4 3400 Hillerød Denmark		Senior Lead Auditor				Denmark
Liselotte Højgaard, Director		Grønningen 21 1270 København K Denmark		Professor				Denmark