HealthCap Reduces SPRB Stake to 3.4% After $205.99 Trade

Rhea-AI Filing Summary

HealthCap VIII amended its Schedule 13D for Spruce Biosciences, Inc. (SPRB) to report current holdings and a recent sale. The filing shows the reporting persons beneficially owned 36,640 shares, equal to 3.4% of Spruce's 1,065,223 outstanding shares after giving effect to warrants exercisable for 9,439 shares. The Fund directly holds 27,201 shares with warrants for 9,439 shares.

On 10/07/2025 the Fund sold 12,500 shares at $205.99 per share. Following these transactions, the reporting persons ceased to be beneficial owners of more than 5% of the common stock as of 10/09/2025. The GP delegates voting and dispositive power to HealthCap Investments S.A., and signatures from HealthCap representatives are included.

Positive

• Reported reduction of stake below 5%, ending certain disclosure/threshold obligations
• Retained economic exposure via 9,439 warrants exercisable into common stock

Negative

• Sold 12,500 shares which reduced voting influence and potential governance leverage
• Current beneficial ownership stands at only 3.4%, limiting formal influence

Insights

Corporate Governance Analyst

Stake reduction lowers potential activist leverage but retains economic exposure via warrants.

The filing documents a sale of 12,500 shares at $205.99, reducing the reported beneficial position to 3.4%. That places the reporting persons below the typical disclosure threshold of 5%, which materially reduces formal influence and any filing-driven engagement expectations.

The Fund still holds warrants for 9,439 shares and direct ownership of 27,201 shares, preserving some upside exposure. Watch short-term trading activity and any further exercises or sales over the next months for changes to ownership and governance influence.

Equity Market Strategist

Transaction size and price provide a recent market reference point for SPRB liquidity and valuation.

The disclosed block sale at $205.99 for 12,500 shares gives an explicit executed price on 10/07/2025. For holders and analysts, that fixed-price trade is a concrete data point for recent investor demand and realized value by a significant holder.

Because the report ties ownership percentages to 1,065,223 outstanding shares, subsequent issuances, warrant exercises, or additional block trades could move reported percentages; monitor filings and press releases over the next quarter for ownership changes or warrant exercises that affect dilution or reported stakes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85209E208

(CUSIP Number)

HealthCap VIII, L.P.
Represented by HealthCap Investments SA, 23 Avenue Villamont
Lausanne, V8, CH-1005
4121 614 3500

Louis E. Rambo
Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 S
Washington, DC, 20004-2533
(202) 416-6800

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

10/07/2025

(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

CUSIP No. 85209E208

1

Name of reporting person

HealthCap VIII, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,640.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,640.00

11

Aggregate amount beneficially owned by each reporting person

36,640.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 85209E208

1

Name of reporting person

HealthCap VIII GP LLC

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,640.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,640.00

11

Aggregate amount beneficially owned by each reporting person

36,640.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Spruce Biosciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 611 Gateway Boulevard, Suite 740, South San Francisco, CALIFORNIA , 94080.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 1,065,223 outstanding shares of Common Stock, comprising (i) 563,042 outstanding shares of Common Stock as of August 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 14, 2025, and (ii) 502,181 shares of Common Stock issed by the Issuer in a private placement, as announced by the Issuer on October 8, 2025, and give effect to the issuance of 9,439 shares of Common Stock that would be issued upon the exercise of warrants held by the Reporting Persons. The Fund directly holds 27,201 shares of Common Stock and warrants exercisable for 9,439 shares of Common Stock. The GP is the general partner of the Fund. The GP has delegated voting and dispositive power over the shares held by the Fund to HealthCap Investments S.A., a Swiss registered company ("HealthCap Investments"). Vanessa Malier and Thomas Ramdahl are each directors of the GP. Fabrice Bernhard is the General Manager of HealthCap Investments, and Dag Richter, Francois Kaiser and Daniel Schafer are each Directors of HealthCap Investments (together, the "Managers").
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	On October 7, 2025, the Fund sold 12,500 shares of Common Stock at a price of $205.99 per share.
(e)	On October 9, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

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.

HealthCap VIII, L.P.

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap VIII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	10/09/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap VIII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	10/09/2025

HealthCap VIII GP LLC

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	10/09/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	10/09/2025

FAQ

What stake did HealthCap report in Spruce Biosciences (SPRB)?

The reporting persons beneficially owned 36,640 shares, equal to 3.4% of Spruce's 1,065,223 outstanding shares.

How many shares did HealthCap sell and at what price?

The Fund sold 12,500 shares on 10/07/2025 at $205.99 per share.

Does HealthCap still have upside exposure to SPRB?

Yes. The Fund directly holds 27,201 shares and holds warrants exercisable for 9,439 additional shares.

When did HealthCap cease to be a >5% beneficial owner?

The filing states the reporting persons ceased to be beneficial owners of more than 5% on 10/09/2025.

Who controls voting and dispositive power over the Fund's shares?

HealthCap VIII GP LLC is the Fund's general partner and has delegated voting and dispositive power to HealthCap Investments S.A.