Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85209E 109

(CUSIP Number)

Barbara Fiorini Due

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)

November 8, 2021

(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:   4,514,336
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   4,514,336
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   4,514,336
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:   ☐
13.		Percent of Class Represented By Amount In Row (11):   19.2%(1)
14.		Type of Reporting Person:   CO

 

(1)	Based upon 23,463,089 shares of the Issuers Common Stock outstanding as of November 12, 2021, as reported in the Issuers 10-Q filed with the Securities and Exchange Commission (SEC) on November 15, 2021.

Item 1.

Security and Issuer

This amendment (Amendment No. 2) amends the Schedule 13D originally filed with the SEC on October 16, 2020, as amended on May 21, 2021 (collectively, the Schedule), to report and reflect that effective November 8, 2021, Tiba Aynechi Ph.D, a board member of the Issuer, ceased employment with Novo Ventures (US), Inc. and thus is no longer affiliated with Novo Holdings A/S. Except as specifically amended by this Amendment No. 2, each Item of the Schedule remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2.

Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows:

 

(a)

Novo Holdings A/S is a Danish corporation and 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 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., a director of the Issuer, ceased employment with Novo Ventures (US), Inc. effective as of November 8, 2021 and is no longer affiliated with Novo Holdings A/S. Dr. Aynechi is not, and has not been, 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 4.

Purpose of Transaction

Item 4 of the Schedule is amended and replaced in its entirety as follows:

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. was appointed to the board of directors of the Issuer in May 2016. Effective as of November 8, 2021, Dr. Aynechi is no longer employed by Novo Ventures (US), Inc., and is no longer affiliated with Novo Holdings A/S. Dr. Aynechi is not, and has not been, deemed to be a beneficial owner of the securities held by Novo Holdings A/S. 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

Item 5 of the Schedule is amended and replaced in its entirety as follows:

(a) Novo Holdings A/S beneficially owns 4,514,336 shares of Common Stock (the Novo Shares) representing approximately 19.2% of the Issuers outstanding shares of Common Stock, based upon 23,463,089 shares of the Issuers Common Stock outstanding as of November 12, 2021, as reported in the Issuers Form 10-Q filed with the SEC on November 15, 2021.

(b) 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.

(c) 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.

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: November 22, 2021				Novo Holdings A/S
						/s/ Barbara Fiorini Due
						By: Barbara Fiorini Due
						Its: General Counsel

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S
Name, Title		Address		Principal Occupation		Citizenship
Lars Rebien Sørensen, Chairman of the Board		Christianholms Tværvej 27, 2930 Klampenborg Denmark		Professional Board Director		Denmark
Steen Riisgaard, Vice Chairman of the Board		Hestetangsvej 155, 3520 Farum, Denmark		Professional Board Director		Denmark
Jean-Luc Butel, Director		235 Arcadia Road unit # 10-3 289843 Singapore		Global Healthcare Advisor, President, K8 Global Pte Ltd.		Singapore
Jeppe Christiansen, Director		c/o Kasper Fonager Christiansen Classensgade 59, 5. th. 2100 Kobenhavn Ø Denmark		Chief Executive Officer, Fondsmaeglerselskabet Maj Invest A/S		Denmark
Francis Michael Cyprian Cuss, Director		111 Rippling Brook Way, Bernardsville, NJ 07924 USA		Former Executive Vice President and Chief Scientific Officer of Bristol-Myers Squibb		United Kingdom
Viviane Monges, Director		Chemin de Craivavers 32, 1012 Lausanne, Switzerland		Professional Board Director		France
Henrik Poulsen, Director		Emiliekildevej 36 2930 Klampenborg Denmark		Professional Board Director and Senior Advisor, A.P. Møller Holding A/S,		Denmark
Poul Carsten Stendevad, Director		3220 Idaho Ave NW Washington, DC 20016 USA		Co-Chief Investment Officer for Sustainability, Bridgewater Associates		Denmark
Kasim Kutay, Chief Executive Officer of Novo Holdings A/S		Bredgade 65, 3.tv. 1260 Copenhagen K. Denmark		Chief Executive Officer of Novo Holdings A/S		United Kingdom

 

Novo Nordisk Foundation
Name, Title		Address		Principal Occupation		Citizenship
Lars Rebien Sørensen, Chairman of the Board		Christianholms Tværvej 27 2930 Klampenborg Denmark		Professional Board Director		Denmark
Marianne Philip, Vice Chairman of the Board		Annasvej 28 2900 Hellerup Denmark		Attorney		Denmark

Novo Nordisk Foundation
Name, Title		Address		Principal Occupation		Citizenship
Steen Riisgaard, Director		Hestetangsvej 155 3520 Farum Denmark		Professional Board Director		Denmark
Mads Krogsgaard Thomsen, Chief Executive Officer		Præstevejen 38 3230 Græsted Denmark		Chief Executive Officer, 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 Henrik Fugger, Director		72 Staunton Road, Headington Great Britain		Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain		Denmark
Lars Henrik Munch, Director		Galionsvej 46 1437 Copenhagen 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 Copenhagen K Denmark		Professor		Denmark