ARS Pharmaceuticals, Inc. received a new large-shareholder disclosure from Rubric Capital Management LP and David Rosen. They report beneficial ownership of 6,200,000 shares of common stock, representing 6.27% of the company’s outstanding shares, based on 98,848,611 shares outstanding as of November 6, 2025.
The filing shows Rubric Capital and Rosen have shared voting and dispositive power over all 6.2 million shares, with no sole voting or dispositive authority. Rubric Capital Master Fund LP has the right to receive dividends or sale proceeds from more than 5% of the common stock.
The securities are described as acquired and held in the ordinary course of business, and not for the purpose or effect of changing or influencing control of ARS Pharmaceuticals.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ARS Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
82835W108
(CUSIP Number)
12/31/2025
(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.
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
6,200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,200,000.00
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)
6.27 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
6,200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,200,000.00
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)
6.27 %
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 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 98,848,611 shares of Common Stock outstanding as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 10, 2025.
(b)
Percent of class:
6.27 %
(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 ownership stake in ARS Pharmaceuticals (SPRY) does Rubric Capital report?
Rubric Capital and David Rosen report beneficial ownership of 6,200,000 ARS Pharmaceuticals common shares, equal to 6.27% of the company. This percentage is calculated using 98,848,611 shares outstanding as of November 6, 2025, from the issuer’s latest quarterly report.
Who are the reporting persons in this ARS Pharmaceuticals (SPRY) Schedule 13G?
The reporting persons are Rubric Capital Management LP and David Rosen. Rubric Capital is an investment adviser to certain funds holding ARS shares, and Rosen is the managing member of Rubric Capital’s general partner, with both reporting shared voting and dispositive power over 6.2 million shares.
Is Rubric Capital’s 6.27% stake in ARS Pharmaceuticals (SPRY) a passive investment?
Yes. The filing certifies the shares were acquired and are held in the ordinary course of business, not to change or influence control of ARS Pharmaceuticals, and not in connection with any transaction intended to have that purpose or effect, aside from limited nomination-related activities.
Which Rubric entity benefits from more than 5% of ARS Pharmaceuticals (SPRY) stock?
Rubric Capital Master Fund LP, one of the Rubric Funds, is identified as having the right to receive or direct the receipt of dividends and sale proceeds from more than 5% of ARS Pharmaceuticals’ common stock, reflecting its significant economic interest in the position.
How is voting and dispositive power over ARS Pharmaceuticals (SPRY) shares allocated?
Rubric Capital and David Rosen each report zero sole voting or dispositive power and 6,200,000 shares of shared voting and shared dispositive power. This means decisions to vote or sell the ARS shares are controlled jointly, rather than individually by either reporting person.
What date triggered this Schedule 13G filing for ARS Pharmaceuticals (SPRY)?
The date of the event requiring the filing is December 31, 2025. As of that point, Rubric Capital and David Rosen’s beneficial ownership position met the reporting threshold, leading to this Schedule 13G disclosure of their 6.27% stake in ARS Pharmaceuticals.
