SCHEDULE: HealthCap Reduces Spruce Biosciences Stake Below 5%

HealthCap VIII, L.P. has reduced its beneficial ownership in Spruce Biosciences, Inc. to 3.4%, falling below the 5% threshold.

Summary

• HealthCap VIII, L.P. and HealthCap VIII GP LLC (Reporting Persons) filed an Amendment No. 3 to their Schedule 13D regarding Spruce Biosciences, Inc.
• On October 7, 2025, HealthCap VIII, L.P. sold 12,500 shares of Spruce Biosciences Common Stock at a price of $205.99 per share.
• As a result of this transaction, the Reporting Persons ceased to be beneficial owners of more than five percent of Spruce Biosciences' Common Stock as of October 9, 2025.
• The aggregate beneficial ownership of the Reporting Persons is now 36,640 shares, representing 3.4% of the class.
• This percentage is based on 1,065,223 outstanding shares, which includes 563,042 shares as of August 12, 2025, 502,181 shares issued in a private placement announced October 8, 2025, and 9,439 shares from warrant exercise.

Sentiment

Score: 3

Explanation: The reduction of a significant institutional stake below the 5% threshold is generally viewed negatively, suggesting a potential loss of confidence or strategic reallocation by the investor. However, the filing itself is purely factual about the transaction, not about company performance.

Negatives

• A significant institutional investor, HealthCap VIII, L.P., has reduced its stake in Spruce Biosciences, Inc. below the 5% beneficial ownership threshold.
• The sale of 12,500 shares at $205.99 per share by a major holder could signal a lack of confidence or a strategic portfolio reallocation.

Future Outlook

NA

Industry Context

This filing reflects a specific portfolio adjustment by an institutional investor rather than a broad industry trend. While a reduction in stake by a significant biotech investor like HealthCap could be interpreted by the market, it does not inherently indicate a shift in the broader biotechnology or pharmaceutical industry landscape.

Stakeholder Impact

• Shareholders: May interpret the reduction in stake by a major investor as a negative signal, potentially leading to downward pressure on the stock price.
• Company Management: Could face questions regarding the reasons for the investor's divestment and its implications for future capital attraction.

Key Dates

Recommendation

While a significant investor reducing their stake can be a negative signal, this filing primarily reports a change in beneficial ownership rather than new fundamental information about Spruce Biosciences' operations or financial health. The sale of shares by HealthCap VIII, L.P. could be due to portfolio rebalancing or other strategic reasons specific to the fund, not necessarily a direct reflection of the company's prospects. Investors should 'hold' and await further company-specific news or financial reports to make a more informed decision, as the impact of this specific transaction on the company's long-term value is not immediately clear from this filing alone.

Keywords

Spruce Biosciences, HealthCap VIII, Schedule 13D, Beneficial Ownership, Stock Sale, Institutional Investor, Biotechnology, SEC Filing