Spruce Biosciences Inc. received a joint Schedule 13G reporting that Ikarian Capital, LLC and Neil Shahrestani disclose beneficial ownership of 121,356 shares of the company's common stock, representing 21.6% of the outstanding class based on August 12, 2025 share count of 563,042 shares. The shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts for which Ikarian Capital acts as adviser; Mr. Shahrestani is identified as sole manager of Ikarian Capital and is described as indirectly controlling Ikarian Capital. The filing states the holdings were acquired in the ordinary course of business and are not intended to influence control.
Positive
Material stake disclosed:121,356 shares representing 21.6% of class
Clear adviser disclosure: Ikarian Capital identified as registered investment adviser with disclosed management relationships
Ordinary-course statement: Holdings declared acquired and held in the ordinary course of business
Negative
High concentration:21.6% stake may reduce free float and increase price sensitivity
Shared control only: Reporting shows shared voting/dispositive power rather than sole authority, leaving control implications ambiguous
Potential group status: Filing notes possible group identification, which could change disclosure or coordination dynamics
Insights
Large passive position disclosed; adviser control links noted.
The report shows a substantial 21.6% stake held across a fund and managed accounts where Ikarian Capital is the investment adviser and Neil Shahrestani is sole manager. The filing clarifies voting and dispositive power is shared, not sole, which affects how influence might be exercised.
Key dependencies include the allocation between the Fund and managed accounts and any future scheduling under beneficial-ownership rules; monitor any amendments or subsequent filings that change the 121,356 share position or identify a formal group.
Position size is material to float and could impact liquidity.
A 121,356-share holding equals over one-fifth of the outstanding shares, concentrating supply and potentially affecting trading liquidity and price sensitivity to large trades. The filing states holdings are in the ordinary course of business, which suggests investment intent rather than an announced control campaign.
Investors may watch for changes in shared voting/dispositive arrangements or notices of coordinated action; any reduction or increase in the 21.6% stake would meaningfully alter market dynamics for the stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Spruce Biosciences Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
85209E208
(CUSIP Number)
10/06/2025
(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)
SCHEDULE 13G
CUSIP No.
85209E208
1
Names of Reporting Persons
Ikarian Capital, 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
121,356.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
121,356.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
121,356.00
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)
21.6 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent common stock, par value $0.0001 per share ("Common Stock") of Spruce Biosciences Inc. (the "Issuer") held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), and certain separate managed accounts. See Item 2 for more information.
(2) The figure in Item 11 is based upon 563,042 shares of Common Stock outstanding as of August 12, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2025.
SCHEDULE 13G
CUSIP No.
85209E208
1
Names of Reporting Persons
Neil Shahrestani
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
121,356.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
121,356.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
121,356.00
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)
21.6 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent Common Stock of the Issuer held by the Fund and certain separate managed accounts. See Item 2 for more information.
(2) The figure in Item 11 is based upon 563,042 shares of Common Stock outstanding as of August 12, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 14, 2025.
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, CA 94080
Item 2.
(a)
Name of person filing:
This statement is filed jointly by and on behalf of each of Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), and Neil Shahrestani (together referred herein as the "Reporting Persons"). The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement. Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts. Ikarian Capital is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Managed Accounts disclaim beneficial ownership of the shares held by the Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto
(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:
See Item 9 on the cover pages(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information set forth in Item 2(a) is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
What stake does Ikarian Capital report in Spruce Biosciences (SPRB)?
The filing reports beneficial ownership of 121,356 shares, equal to 21.6% of the 563,042 shares outstanding referenced in the statement.
Who is reported as the beneficial owners in the Schedule 13G for SPRB?
The statement is filed jointly by Ikarian Capital, LLC and Neil Shahrestani; shares are held by Ikarian Healthcare Master Fund, L.P. and certain managed accounts.
Does the filing state whether these shares were acquired to influence control of SPRB?
The filing certifies the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.
What voting and dispositive power is reported for the SPRB position?
The reporting persons disclose 0 shares of sole voting/dispositive power and 121,356 shares of shared voting and shared dispositive power.
How does Neil Shahrestani relate to Ikarian Capital in this filing?
Mr. Shahrestani is identified as the sole manager of Ikarian Capital and is described as indirectly controlling Ikarian Capital, which may lead to indirect beneficial ownership attribution.
