Spruce Biosciences ownership update: Squadron Master Fund LP, Squadron Capital Management, LLC and principals Matthew Sesterhenn and William Blank each report beneficial ownership of 12,200 shares of common stock, representing 0.9% of the class. The filings state these shares reflect shared voting and dispositive power, with no sole voting or dispositive power. The ownership percentage is based on 1,372,043 shares outstanding as of March 3, 2026. The statement includes an express disclaimer of beneficial ownership under Rule 13d-4. The amendment is signed by reporting persons on 05/15/2026.
Positive
None.
Negative
None.
Insights
Minor passive stake reported with adviser and partners sharing voting power.
The filing shows a 12,200-share position per listed party, equal to 0.9% of the outstanding common stock as of March 3, 2026. Ownership is reported as shared voting and dispositive power through funds managed by the adviser.
Reporting includes an express disclaimer under Rule 13d-4, indicating a passive investment posture. Subsequent filings would be the venue for changes to voting control or increases above regulatory thresholds.
Key Figures
Shares held by each reporting party:12,200 sharesPercent of class:0.9%Shares outstanding used for calculation:1,372,043 shares+1 more
4 metrics
Shares held by each reporting party12,200 sharesAmount reported for Squadron Master Fund LP and related reporting persons
Percent of class0.9%Ownership percentage for each reporting party based on outstanding shares
Shares outstanding used for calculation1,372,043 sharesShares outstanding as of March 3, 2026 (basis for the percent of class)
Filing date / signature date05/15/2026Date signatures executed on the amendment
Key Terms
Schedule 13G/A, Beneficial ownership, Rule 13d-4
3 terms
Schedule 13G/Aregulatory
"Item 1. (a) Name of issuer: SPRUCE BIOSCIENCES, INC."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4 , as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
85209E208
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
Squadron Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
Squadron Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
Matthew Sesterhenn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
William Blank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SPRUCE BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
611 GATEWAY BOULEVARD, SUITE 740, SOUTH SAN FRANCISCO, CALIFORNIA, 94080.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
85209E208
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares
(b)
Percent of class:
Ownership percentage is based on 1,372,043 shares of common stock outstanding, par value $0.0001 per share, as of March 3, 2026, as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on March 8, 2026.
Squadron Master Fund LP - 0.9%
Squadron Capital Management, LLC - 0.9%
Matthew Sesterhenn - 0.9%
William Blank - 0.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What stake does Squadron Master Fund LP hold in SPRB?
Squadron Master Fund LP reports beneficial ownership of 12,200 shares, equal to 0.9% of common stock based on 1,372,043 shares outstanding as of March 3, 2026. The filing attributes shared voting and dispositive power to the reported position.
Do Squadron Capital Management and the partners claim control of SPRB shares?
The filing states Squadron Capital Management, Mr. Sesterhenn and Mr. Blank have shared voting and dispositive power over the 12,200 shares. It also contains an express disclaimer of beneficial ownership under Rule 13d-4, indicating a passive reporting stance.
What outstanding share base is the ownership percentage calculated from?
The ownership percentage is calculated using 1,372,043 shares outstanding of common stock, as reported by the issuer as of March 3, 2026. That figure is cited in the filing as the basis for the reported 0.9% stakes.
When was the Schedule 13G/A amendment signed for SPRB?
The amendment was signed by the reporting persons on 05/15/2026. Signatures include Mr. Matthew Sesterhenn and Mr. William Blank in capacities described in the filing, attesting to the reported ownership information.
