SEC Filing | Spruce Biosciences

NAMES OF REPORTING PERSONS

Omega Fund VI, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒ (1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

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SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

85209E109

(CUSIP Number)

December 31, 2020

(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)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

13G


CUSIP NO. 85209E109		Page 2 of 12 Pages

(1)

This Schedule 13G is filed by Omega Fund VI, L.P. (“Omega Fund”), Omega Fund VI GP, L.P. (“Omega GP”), Omega Fund VI GP Manager, Ltd. (“Omega Ltd”), Claudio Nessi (“Nessi”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 3 of 12 Pages

(1)

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 4 of 12 Pages

(1)

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 5 of 12 Pages

(1)

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 6 of 12 Pages

(1)

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 7 of 12 Pages

(1)

(2)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

13G


CUSIP NO. 85209E109		Page 8 of 12 Pages

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Spruce Biosciences, Inc. (the “Issuer”).



Item 1(a)		Name of Issuer:

		Spruce Biosciences, Inc. (the “Issuer”)

Item 1(b)		Address of Issuer’s principal executive offices:

		Spruce Biosciences, Inc. 2001 Junipero Serra Boulevard, Suite 640 Daly City, CA 94014

Items 2(a)		Name of Reporting Persons filing:

		Omega Fund VI, L.P. (“Omega Fund”) Omega Fund VI GP, L.P. (“Omega GP”) Omega Fund VI GP Manager, Ltd. (“Omega Ltd”) Claudio Nessi (“Nessi”) Otello Stampacchia (“Stampacchia”) Anne-Mari Paster (“Paster”)

Item 2(b)		Address or principal business office or, if none, residence:

		The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Nessi, Stampacchia, and Paster, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.



Item 2(c)	Citizenship:

	Name	Citizenship or Place of Organization

	Omega Fund	Cayman Islands

	Omega GP	Cayman Islands

	Omega Ltd	Cayman Islands

	Nessi	Switzerland

	Stampacchia	Italy

	Paster	United States of America



Item 2(d)		Title of class of securities:

		Common Stock

Item 2(e)		CUSIP No.:

		85209E109

Item 3		If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

		Not applicable.

Item 4		Ownership

		The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

13G


CUSIP NO. 85209E109		Page 9 of 12 Pages


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Omega Fund(2)(3)		2,161,023		0		2,161,023		0		2,161,023		2,161,023		9.3	%
Omega GP(2)(3)		0		0		2,161,023		0		2,161,023		2,161,023		9.3	%
Omega Ltd(2)(3)		0		0		2,161,023		0		2,161,023		2,161,023		9.3	%
Nessi(2)(3)		0		0		2,161,023		0		2,161,023		2,161,023		9.3	%
Stampacchia(2)(3)		0		0		2,161,023		0		2,161,023		2,161,023		9.3	%
Paster(2)(3)		0		0		2,161,023		0		2,161,023		2,161,023		9.3	%

(1)	The following percentages are based on 23,214,041 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2020, filed with the Securities and Exchange Commission on November 18, 2020.

(2)

Omega Fund owns 2,161,023 shares of the Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares and Warrants held by Omega Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock held by Omega Fund except to the extent of his, her or its pecuniary interest therein.

(3)	The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.



Item 5		Ownership of Five Percent or Less of a Class

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6		Ownership of More than Five Percent on Behalf of Another Person

		If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

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 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 Rule 14a-11.

13G


CUSIP NO. 85209E109		Page 10 of 12 Pages

SIGNATURES

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.

Dated: February 12, 2021


OMEGA FUND VI, L.P.

BY:		Omega Fund VI GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND VI GP, L.P.

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND VI GP MANAGER, LTD.

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director


/s/ * Deirdre A. Cunnane, as Attorney-in-Fact Claudio Nessi

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact Otello Stampacchia

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact Anne-Mari Paster

13G


CUSIP NO. 85209E109		Page 11 of 12 Pages


Exhibit(s):

Exhibit 99.1:		Joint Filing Statement

Exhibit 99.2:		Power of Attorney

EX-99.1


CUSIP No. 85209E109		13G		Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Spruce Biosciences, Inc.


Dated:		February 12, 2021

OMEGA FUND VI, L.P.

BY:		Omega Fund VI GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:	/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND VI GP, L.P.

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:	/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND VI GP MANAGER, LTD.

By:	/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
Claudio Nessi

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
Otello Stampacchia

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
Anne-Mari Paster

EX-99.2


CUSIP No. 85209E109		13G		Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person’s true and lawful attorney-in-fact, to:

(1)

execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

(2)

do and perform any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such person, it being understood that the documents executed by an attorney-in-fact on behalf of such person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned hereby ratifies and confirms each Report that has been signed by any other undersigned prior to the date hereof. Each of the undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]


CUSIP No. 85209E109		13G

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.


/s/ Otello Stampacchia				Dated: February 12, 2021
Otello Stampacchia

/s/ Claudio Nessi				Dated: February 12, 2021
Claudio Nessi

/s/ Anne-Mari Paster				Dated: February 12, 2021
Anne-Mari Paster

/s/ Deirdre A. Cunnane				Dated: February 12, 2021
Deirdre A. Cunnane