ARS Pharmaceuticals, Inc. ownership disclosure: Rubric Capital Management and David Rosen report shared dispositive control of 8,000,000 shares of Common Stock, representing 8.06% of the class. The percentage is calculated using 99,297,307 shares outstanding as of March 4, 2026 from the issuer's reported annual figure.
The filing identifies Rubric Capital Master Fund LP as a Rubric Fund entitled to receive dividends or sale proceeds for holdings exceeding 5%. The statement is an amendment to a Schedule 13G/A and is signed by reporting representatives on May 15, 2026.
Positive
None.
Negative
None.
Insights
Rubric shows an 8.06% passive stake via shared dispositive power.
Rubric Capital Management and David Rosen report shared dispositive control of 8,000,000 shares, using an outstanding-share base of 99,297,307 as of March 4, 2026. The filing is a Schedule 13G/A amendment, which typically indicates passive ownership under Section 13.
Ownership is registered as shared dispositive authority rather than sole voting or sole dispositive power. The disclosure names Rubric Capital Master Fund LP as a fund with rights to dividends or proceeds; cash‑flow treatment is stated only in that context.
Filing clarifies beneficial ownership structure and fund entitlement to proceeds.
The statement attributes holdings to Rubric entities and notes that the Rubric Fund has the right to receive dividends or sale proceeds for more than 5% of the Common Stock. Shared voting and dispositive powers are reported as 8,000,000 shares.
Because this is a Schedule 13G/A, it signals a passive investor disclosure rather than an active acquisition; subsequent filings would show material changes to the position.
Key Figures
Shares reported:8,000,000 sharesPercent of class:8.06%Shares outstanding:99,297,307 shares+2 more
5 metrics
Shares reported8,000,000 sharesshared dispositive power reported by Rubric Capital and David Rosen
Percent of class8.06%calculated using outstanding shares as of <date>March 4, 2026</date>
Shares outstanding99,297,307 sharesoutstanding as of <date>March 4, 2026</date> (source: issuer annual figure cited)
CUSIP82835W108ARS Pharmaceuticals Common Stock CUSIP
Signature date05/15/2026amendment signed by reporting representatives
Key Terms
Schedule 13G/A, beneficially owned, shared dispositive power, Rubric Fund
4 terms
Schedule 13G/Aregulatory
"This statement is filed by: (i) Rubric Capital Management LP ..."
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.
beneficially ownedfinancial
"Amount beneficially owned: The information required by Items 4(a) - (c) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 8,000,000.00"
Rubric Fundfinancial
"Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ARS Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
82835W108
(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):
82835W108
1
Names of Reporting Persons
Rubric Capital Management 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
8,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000.00
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)
8.06 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
82835W108
1
Names of Reporting Persons
David Rosen
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
8,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000.00
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)
8.06 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ARS Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
11682 El Camino Real, Suite 300, San Diego, CA 92130
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the common stock, par value $0.0001 per share (the "Common Stock") of ARS Pharmaceuticals, Inc., a Delaware corporation (the "Issuer") reported herein; and
(ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.
(c)
Citizenship:
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
82835W108
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:
The information required by Items 4(a) - (c) is set forth in Rows 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each of the Reporting Persons and in Item 4(b) is based on the 99,297,307 shares of Common Stock outstanding as of March 4, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2026 filed with the Securities and Exchange Commission on March 9, 2026.
(b)
Percent of class:
8.06 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
See Item 2(a). Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.
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 Rubric Capital report in ARS Pharmaceuticals (SPRY)?
Rubric Capital and David Rosen report shared dispositive control of 8,000,000 shares, equal to 8.06% of the class. The percentage is based on 99,297,307 shares outstanding as of March 4, 2026 from the issuer's annual figure.
Does the Schedule 13G/A indicate who receives dividends or sale proceeds?
Yes. The filing states that Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive dividends or proceeds for holdings over 5% of the Common Stock, as disclosed in Item 6 of the amendment.
What type of ownership is reported by Rubric Capital and David Rosen?
The filing reports shared voting and shared dispositive power over 8,000,000 shares, not sole voting or sole dispositive power. The cover page rows cited set out those shared powers.
What outstanding share count is used to calculate the 8.06% figure?
The percentage is calculated using 99,297,307 shares outstanding as of March 4, 2026, as reported in the issuer's annual report referenced in the filing's Item 4 disclosure.
When was the Schedule 13G/A amendment signed?
The amendment is signed by authorized representatives on May 15, 2026, with Michael Nachmani signing for Rubric and David Rosen signing individually, as shown in the signature block.
