[SCHEDULE 13D/A] ARS Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D discloses that Deerfield Management Company, L.P. and related investment entities (“Deerfield Funds”) together with managing partner James E. Flynn now beneficially own 7,610,217 shares of ARS Pharmaceuticals (SPRY), representing 7.75 % of the 98,213,561 shares outstanding as of 12 May 2025.

Ownership is split evenly between Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. (≈ 3.805 m shares, 3.87 % each). All voting and dispositive power is shared; none of the reporting persons holds sole power. Source of funds is “AF” or “WC,” indicating affiliate or working capital. The amendment references Exhibit 99.5 for recent open-market transactions but provides no detail in the filing text, nor does it signal any intent to influence control.

Because the group remains below the 10 % activist threshold, the filing mainly updates investors on Deerfield’s continued sizeable institutional stake, which can affect float and trading liquidity but does not by itself imply strategic action.

Positive

• Deerfield reports a 7.75 % ownership stake, indicating continued institutional confidence and adding liquidity support for SPRY shares.

Negative

• None.

Insights

Securities Analyst

TL;DR — Deerfield reaffirms 7.75 % SPRY stake; significant but non-control position.

Deerfield’s latest 13D/A consolidates its SPRY holdings at 7.6 m shares. The position size confirms meaningful exposure without crossing the 10 % Section 16 threshold, limiting mandatory reporting and activist constraints. Shared voting power across funds suggests a passive, portfolio-level allocation rather than a control agenda. The update may relieve investors concerned about a potential exit, while signalling continued institutional support that could underpin share liquidity. Absent purchase/sale detail (Ex. 99.5 not provided), the filing appears information-only, making market impact modest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

07/30/2025

(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 3,805,108.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,805,108.00

11

Aggregate amount beneficially owned by each reporting person

3,805,108.00

12

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

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of 3,805,108 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 3,805,108.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,805,108.00

11

Aggregate amount beneficially owned by each reporting person

3,805,108.00

12

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

13

Percent of class represented by amount in Row (11)

3.87 %

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 3,805,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,805,109.00

11

Aggregate amount beneficially owned by each reporting person

3,805,109.00

12

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

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of 3,805,109 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 3,805,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,805,109.00

11

Aggregate amount beneficially owned by each reporting person

3,805,109.00

12

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

13

Percent of class represented by amount in Row (11)

3.87 %

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 7,610,217.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,610,217.00

11

Aggregate amount beneficially owned by each reporting person

7,610,217.00

12

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

13

Percent of class represented by amount in Row (11)

7.75 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of an aggregate of 7,610,217 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 7,610,217.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,610,217.00

11

Aggregate amount beneficially owned by each reporting person

7,610,217.00

12

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

13

Percent of class represented by amount in Row (11)

7.75 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Comprised of an aggregate of 7,610,217 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. 5 (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, 2, 3 and 4 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 2.	Identity and Background
(c)	(c) Flynn is the sole manager 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; Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV; and Deerfield Management is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Exhibit 99.4 hereto sets forth information regarding persons referred in Instruction C to Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	(1) Deerfield Mgmt III Number of shares: 3,805,108 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 3.87% (2) Deerfield Private Design Fund III Number of shares: 3,805,108 Percentage of shares: 3.87% (3) Deerfield Mgmt IV Number of shares: 3,805,109 (comprised of shares held by Deerfield Private Design Fund IV) Percentage of shares: 3.87% (4) Deerfield Private Design Fund IV Number of shares: 3,805,109 Percentage of shares: 3.87% (5) Deerfield Management Number of shares: 7,610,217 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 7.75% (6) Flynn Number of shares: 7,610,217 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 7.75%
(b)	(1) Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,805,108 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,805,108 (2) Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,805,108 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,805,108 (3) Deerfield Mgmt IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,805,109 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,805,109 (4) Deerfield Private Design Fund IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,805,109 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,805,109 (5) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 7,610,217 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 7,610,217 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 7,610,217 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 7,610,217 Flynn is the sole manager 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 since the filing of Amendment No. 4 to the Schedule 13D are set forth on Exhibit 99.5 to this Amendment. All transactions reflected in Schedule A to this Amendment were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.4 Information Regarding Persons Referred to in Instruction C to Schedule 13D Exhibit 99.5 Transactions in Securities

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:	07/31/2025

Deerfield Private Design Fund III, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Mgmt IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Private Design Fund IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

FAQ

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

Deerfield entities collectively own 7,610,217 common shares after this Amendment No. 5.

What percentage of SPRY’s outstanding shares does this stake represent?

The filing states 7.75 % of 98,213,561 shares outstanding as of 12 May 2025.

Which Deerfield funds hold SPRY stock and in what amounts?

Deerfield Private Design Fund III, L.P. holds 3,805,108 shares; Deerfield Private Design Fund IV, L.P. holds 3,805,109 shares.

Does James E. Flynn have sole voting power over the shares?

No. Flynn shares voting and dispositive power over all 7,610,217 shares; he has zero sole power.

When did the reportable event occur and when was the filing signed?

The event date is 30 July 2025; signatures are dated 31 July 2025.