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. Checkbox not checked

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




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock (as defined below) and (ii) currently exercisable warrants to acquire 112,243 shares of Common Stock (as defined below) at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of common stock, par value $0.001 per share ("Common Stock"), of Spruce Biosciences, Inc., a Delaware corporation (the "Issuer"), outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 32,294 shares of Common Stock and (ii) currently exercisable warrants to acquire 5,957 shares of Common Stock at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 32,294 shares of Common Stock owned by RiverVest Venture Fund III (Ohio), L.P., a Delaware limited partnership ("RiverVest III (Ohio)") and (ii) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest Fund III (Ohio) at an exercise price of $3.96 per share. RiverVest Venture Partners III (Ohio), LLC, a Delaware limited liability company ("RiverVest Partners III (Ohio)"), is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest Venture Fund III, L.P., a Delaware limited partnership ("RiverVest III"), (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). RiverVest Venture Partners III, L.P., a Delaware limited partnership ("RiverVest Partners III"), is the general partner of RiverVest III and the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest III, (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). RiverVest Venture Partners III, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners III, which is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest Venture Fund IV, L.P., a Delaware limited partnership ("RiverVest IV"), and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV at an exercise price of $3.96 per share. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. RiverVest Venture Partners IV, L.P., a Delaware limited partnership ("RiverVest Partners IV"), is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. RiverVest Venture Partners IV, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners IV, which is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) an aggregate of 1,168,521 shares of Common Stock owned collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, and (ii) an aggregate of 591,000 additional shares of Common Stock issuable upon the exercise of the warrants held collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, in each case at an exercise price of $3.96 per share. Dr. McKearn is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). Dr. McKearn is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) an aggregate of 1,168,521 shares of Common Stock owned collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, and (ii) an aggregate of 591,000 additional shares of Common Stock issuable upon the exercise of the warrants held collectively by RiverVest III, RiverVest III (Ohio) and RiverVest IV, in each case at an exercise price of $3.96 per share. Mr. Schmelter is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). Mr. Schmelter is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 8, 10 and 11 represent (i) 608,413 shares of Common Stock owned by RiverVest III, (ii) 112, 243 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III, (iii) 32,294 shares of Common Stock owned by RiverVest III (Ohio), and (iv) 5,957 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest III (Ohio). Mr. Melzer is a member of RiverVest Venture Partners III, LLC, which is the general partner of RiverVest Partners III. RiverVest Partners III is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio). The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in lines 7 and 9 represent 32,500 shares of Common Stock options owned by Mr. O'Donnell. The amounts set forth in lines 8, 10 and 11 represent (i) 527,814 shares of Common Stock owned by RiverVest IV, and (ii) 472,800 additional shares of Common Stock issuable upon the exercise of the warrants held by RiverVest IV. Mr. O'Donnell is a member of RiverVest Venture Partners IV, LLC, which is the general partner of RiverVest Partners IV. RiverVest Partners IV is the general partner of RiverVest IV. The percentage set forth in line 13 is based upon 41,302,599 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024.


SCHEDULE 13D


 
RiverVest Venture Fund III, L.P.
 
Signature:By: RiverVest Venture Partners III, L.P., its general partner By: RiverVest Venture Partners III, LLC, its general partner By:/s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Fund III (Ohio), L.P.
 
Signature:By: RiverVest Venture Partners III (Ohio), LLC, its general partner, as indicated in the signature block that immediately follows.
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Partners III (Ohio), LLC
 
Signature:By: RiverVest Venture Partners III, L.P., its sole member By: RiverVest Venture Partners III, LLC, its general partner By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Partners III, L.P.
 
Signature:By: RiverVest Venture Partners III, LLC, its general partner By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Partners III, LLC
 
Signature:By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Fund IV, L.P.
 
Signature:By: RiverVest Venture Partners IV, L.P., its general partner By: RiverVest Venture Partners IV, LLC, its general partner By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Partners IV, L.P.
 
Signature:By: RiverVest Venture Partners IV, LLC, its general partner By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
RiverVest Venture Partners IV, LLC
 
Signature:By: /s/ Jay Schmelter
Name/Title:Jay Schmelter/Member
Date:01/10/2025
 
John P. McKearn, Ph.D.
 
Signature:/s/ John P. McKearn, Ph.D.
Name/Title:John P. McKearn, Ph.D.
Date:01/10/2025
 
Jay Schmelter
 
Signature:/s/ Jay Schmelter
Name/Title:Jay Schmelter
Date:01/10/2025
 
Thomas C. Melzer
 
Signature:/s/ Thomas C. Melzer
Name/Title:Thomas C. Melzer
Date:01/10/2025
 
Niall O'Donnell, Ph.D.
 
Signature:/s/ Niall O'Donnell, Ph.D.
Name/Title:Niall O'Donnell, Ph.D.
Date:01/10/2025