SPRY: Deerfield Trims Position, Remains Top Holder at 9.9% Ownership

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D discloses that a group of Deerfield-affiliated investment vehicles and their managing partner, James E. Flynn, collectively own 9,724,508 shares of ARS Pharmaceuticals, Inc. ("SPRY"), equal to 9.90 % of the company’s outstanding common stock as of 12 May 2025 (98,213,561 shares).

The filing details ownership across six reporting persons:

• Deerfield Mgmt III, L.P. – 4,862,254 shares (4.95 %)
• Deerfield Private Design Fund III, L.P. – 4.95 %
• Deerfield Mgmt IV, L.P. – 4.95 %
• Deerfield Private Design Fund IV, L.P. – 4.95 %
• Deerfield Management Company, L.P. – 9.90 %
• James E. Flynn – 9.90 %

Recent trading activity: On 27 Jun 2025, Deerfield Private Design Funds III & IV sold a combined 790,149 shares on the Nasdaq Global Market at a weighted-average price of $18.45 (range $18.20–$18.89). No other transactions were reported within the past 60 days.

All voting and dispositive power is reported as shared; none of the entities retains sole power. The amendment principally updates share totals and percentages after the late-June dispositions. Following the sales, Deerfield’s aggregate stake remains just under the 10 % threshold that would otherwise trigger additional reporting or potential Section 16 insider status.

Positive

• None.

Negative

• Large shareholder reduced position by 790,149 shares (-0.8 % of outstanding), which can be interpreted as decreased near-term conviction.
• Additional share supply at $18.20–$18.89 could exert minor downward price pressure.

Insights

Securities Analyst

TL;DR: Deerfield trims SPRY stake by ~0.8 M shares, now holds 9.9 %; still a significant but slightly reduced position.

The disposal of 790,149 shares (~0.8 % of outstanding) indicates a modest position management rather than a wholesale exit. Deerfield remains SPRY’s largest known shareholder with nearly 10 % ownership, preserving influence while slipping below key regulatory and governance thresholds. From a market-signal standpoint, trimming a stake near recent 52-week highs (implied by sale prices around $18-$19) could be read as opportunistic profit-taking. However, continued near-10 % ownership suggests underlying conviction. The impact is largely neutral-to-slightly-negative: supply of additional shares to the market and a psychological cue of reduced insider enthusiasm, yet not enough volume to materially change the ownership structure.

Corporate Governance Expert

TL;DR: Deerfield’s stake moves below the 10 % line, easing governance burdens but leaving influence intact.

By reporting 9.90 % beneficial ownership, Deerfield sidesteps Section 16 insider obligations and potential short-swing profit restrictions. The shared voting/dispositive structure means all investment decisions flow through the management company and Mr. Flynn, simplifying governance interactions for SPRY. Investors should note that any further sales bringing Deerfield below 5 % would eliminate 13D filing requirements, potentially reducing future transparency. The filing is not materially impactful to corporate control, but it provides clarity on a large holder’s intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

ARS Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

82835W108

(CUSIP Number)

David Clark
Deerfield Management Company, L.P., 345 Park Avenue South, 12th
New York, NY, 10010
212-551-1600

Elliot Press
Deerfield Management Company, L.P., 345 Park Avenue South, 12th
New York, NY, 10010
212-551-1600

Jonathan D. Weiner, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

Mark D. Wood, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

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

07/02/2025

(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. 82835W108

1

Name of reporting person

Deerfield Mgmt III, 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)

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 4,862,254.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,254.00

11

Aggregate amount beneficially owned by each reporting person

4,862,254.00

12

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

13

Percent of class represented by amount in Row (11)

4.95 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of 4,862,254 shares of common stock held by Deerfield Private Design Fund III, L.P.

SCHEDULE 13D

CUSIP No. 82835W108

1

Name of reporting person

Deerfield Private Design Fund III, 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 4,862,254.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,254.00

11

Aggregate amount beneficially owned by each reporting person

4,862,254.00

12

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

13

Percent of class represented by amount in Row (11)

4.95 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82835W108

1

Name of reporting person

Deerfield Mgmt IV, 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)

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 4,862,254.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,254.00

11

Aggregate amount beneficially owned by each reporting person

4,862,254.00

12

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

13

Percent of class represented by amount in Row (11)

4.95 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of 4,862,254 shares of common stock held by Deerfield Private Design Fund IV, L.P.

SCHEDULE 13D

CUSIP No. 82835W108

1

Name of reporting person

Deerfield Private Design Fund IV, 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 4,862,254.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,254.00

11

Aggregate amount beneficially owned by each reporting person

4,862,254.00

12

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

13

Percent of class represented by amount in Row (11)

4.95 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82835W108

1

Name of reporting person

Deerfield Management Company, 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)

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 9,724,508.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,724,508.00

11

Aggregate amount beneficially owned by each reporting person

9,724,508.00

12

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

13

Percent of class represented by amount in Row (11)

9.90 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.

SCHEDULE 13D

CUSIP No. 82835W108

1

Name of reporting person

James E. Flynn

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,724,508.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,724,508.00

11

Aggregate amount beneficially owned by each reporting person

9,724,508.00

12

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

13

Percent of class represented by amount in Row (11)

9.90 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P.

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: ARS Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11682 EL CAMINO REAL, SUITE 120, SAN DIEGO, CALIFORNIA , 92130.
Item 1 Comment: This Amendment No. 3 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (ii) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (iii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (iv) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (v) Deerfield Management Company, L.P. ("Deerfield Management") and (vi) James E. Flynn, a natural person ("Flynn" and collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the "Reporting Persons"), as amended by Amendment Nos. 1 and 2 thereto (as amended, the "Schedule 13D"), with respect to the common stock of ARS Pharmaceuticals, Inc. Deerfield Private Design Fund III and Deerfield Private Design Fund IV are collectively referred to herein as the "Deerfield Funds"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	(1) Deerfield Mgmt III Number of shares: 4,862,254 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 4.95% (2) Deerfield Private Design Fund III Number of shares: 4,862,254 Percentage of shares: 4.95% (3) Deerfield Mgmt IV Number of shares: 4,862,254 (comprised of shares held by Deerfield Private Design Fund IV) Percentage of shares: 4.95% (4) Deerfield Private Design Fund IV Number of shares: 4,862,254 Percentage of shares: 4.95% (5) Deerfield Management Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 9.90% (6) Flynn Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 9.90%
(b)	(1) Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (2) Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (3) Deerfield Mgmt IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (4) Deerfield Private Design Fund IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (3) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,724,508 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,724,508 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,724,508 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,724,508 Flynn is the managing member of the general partner of each of Deerfield Mgmt IV, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III and Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of the Deerfield Funds. *Percentage beneficial ownership reported herein reflects 98,213,561 shares of Common Stock outstanding as of May 12, 2025, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
(c)	Transactions in the common stock effected by the Reporting Persons in the last sixty (60) days are set forth below. All such transactions were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business. Reporting Person - Deerfield Private Design Fund III, L.P. Date - 6/27/2025 Number of Shares Sold - 395,075 Price per Share ($)* - $18.45 Price Range ($)** - $18.20 - $18.89 Reporting Person - Deerfield Private Design Fund IV, L.P. Date - 6/27/2025 Number of Shares Sold - 395,074 Price per Share ($)* - $18.45 Price Range ($)** - $18.20 - $18.89 * Price per share reported is a weighted average price. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above. ** The shares were sold in multiple transactions at prices within the price range indicated (unless otherwise indicated).

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.

Deerfield Mgmt III, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

Deerfield Private Design Fund III, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

Deerfield Mgmt IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

Deerfield Private Design Fund IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/02/2025

FAQ

How many ARS Pharmaceuticals (SPRY) shares does Deerfield currently own?

Deerfield entities and James E. Flynn together own 9,724,508 shares, equal to 9.90 % of outstanding stock.

Why did Deerfield file an Amendment No. 3 to Schedule 13D?

The amendment updates Deerfield’s beneficial ownership after recent share sales and confirms its stake is now 9.90 %.

What recent transactions did Deerfield report?

On 27 Jun 2025, Deerfield Funds III & IV sold a combined 790,149 shares at a weighted-average price of $18.45.

Does Deerfield still have significant influence over SPRY?

Yes. Although it trimmed its stake, Deerfield remains SPRY’s largest disclosed holder with shared voting and dispositive power over 9.90 % of shares.

Will Deerfield need to file future insider reports?

At 9.90 %, Deerfield remains above the 5 % threshold that requires Schedule 13D filings but is below 10 %, so Section 16 insider rules do not apply.