Form SCHEDULE 13G/A SPRUCE BIOSCIENCES, INC. Filed by: Squadron Capital Management LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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SPRUCE BIOSCIENCES, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Squadron Master Fund 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Squadron Capital Management LLC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Matthew Sesterhenn | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
William Blank | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SPRUCE BIOSCIENCES, INC. | |
| (b) | Address of issuer's principal executive offices:
611 GATEWAY BOULEVARD, SUITE 740, SOUTH SAN FRANCISCO, CALIFORNIA, 94080. | |
| Item 2. | ||
| (a) | Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank | |
| (b) | Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559 | |
| (c) | Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares | |
| (b) | Percent of class:
Ownership percentage is based on 1,372,043 shares of common stock outstanding, par value $0.0001 per share, as of March 3, 2026, as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on March 8, 2026.
Squadron Master Fund LP - 0.9%
Squadron Capital Management, LLC - 0.9%
Matthew Sesterhenn - 0.9%
William Blank - 0.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 12,200 shares
Squadron Capital Management, LLC - 12,200 shares
Matthew Sesterhenn - 12,200 shares
William Blank - 12,200 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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| 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.
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ATTACHMENTS / EXHIBITS