Amendment to Beneficial Ownership Report - Form SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85209E109

(CUSIP Number)

September 30, 2024

(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)

1 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).

	1		NAME OF REPORTING PERSON
				The Radoff Family Foundation
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF		5		SOLE VOTING POWER
SHARES
BENEFICIALLY					175,000
OWNED BY		6		SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH		7		SOLE DISPOSITIVE POWER
					175,000
		8		SHARED DISPOSITIVE POWER
					- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				175,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				Less than 1%
	12		TYPE OF REPORTING PERSON
				CO

	1		NAME OF REPORTING PERSON
				Bradley L. Radoff
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF		5		SOLE VOTING POWER
SHARES
BENEFICIALLY					3,975,000
OWNED BY		6		SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH		7		SOLE DISPOSITIVE POWER
					3,975,000
		8		SHARED DISPOSITIVE POWER
					- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,975,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				9.6%
	12		TYPE OF REPORTING PERSON
				IN

Item 1(a).

Name of Issuer:

Spruce Biosciences, Inc., a Delaware corporation (the "Issuer").

Item 1(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:

This statement is filed by The Radoff Family Foundation, a Texas non-profit corporation ("Radoff Foundation"), and Bradley L. Radoff. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."

Mr. Radoff serves as a director of Radoff Foundation and may be deemed to beneficially own the Shares (as defined below) owned directly by Radoff Foundation.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal office of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.

Item 2(c).

Citizenship:

Radoff Foundation is organized under the laws of the State of Texas and Mr. Radoff is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share (the "Shares").

Item 2(e).

CUSIP Number:

85209E109

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership.

(a)	Amount beneficially owned:

As of the close of business on September 30, 2024:

(i)	Radoff Foundation directly owned 175,000 Shares; and

(ii)

Mr. Radoff directly owned 3,800,000 Shares. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 175,000 Shares owned by Radoff Foundation, which, together with the 3,800,000 Shares he directly owns, constitutes an aggregate of 3,975,000 Shares beneficially owned by Mr. Radoff.

The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)	Percent of class:

The following percentages are based on 41,302,599 Shares outstanding as of August 9, 2024, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

As of the close of business on September 30, 2024, (i) Radoff Foundation beneficially owned less than 1% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 9.6% of the outstanding Shares.

(c)	Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote:

See Cover Pages Items 5-9.

(ii)	Shared power to vote or to direct the vote:

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of:

See Cover Pages Items 5-9.

(iv)	Shared power to dispose or to direct the disposition of:

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2024

	The Radoff Family Foundation
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Director

	/s/ Bradley L. Radoff
	Bradley L. Radoff

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