| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
ARS Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
11682 EL CAMINO REAL, SUITE 120, SAN DIEGO,
CALIFORNIA
, 92130. |
Item 1 Comment:
This Amendment No. 5 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (ii) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (iii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (iv) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (v) Deerfield Management Company, L.P. ("Deerfield Management") and (vi) James E. Flynn, a natural person ("Flynn" and collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the "Reporting Persons"), as amended by Amendment Nos. 1, 2, 3 and 4 thereto (as amended, the "Schedule 13D"), with respect to the common stock of ARS Pharmaceuticals, Inc. Deerfield Private Design Fund III and Deerfield Private Design Fund IV are collectively referred to herein as the "Deerfield Funds"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (c) | (c) Flynn is the sole manager of the general partner of each of Deerfield Mgmt IV, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III; Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV; and Deerfield Management is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Exhibit 99.4 hereto sets forth information regarding persons referred in Instruction C to Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (1) Deerfield Mgmt III
Number of shares: 3,805,108 (comprised of shares held by Deerfield Private Design Fund III)
Percentage of shares: 3.87%
(2) Deerfield Private Design Fund III
Number of shares: 3,805,108
Percentage of shares: 3.87%
(3) Deerfield Mgmt IV
Number of shares: 3,805,109 (comprised of shares held by Deerfield Private Design Fund IV)
Percentage of shares: 3.87%
(4) Deerfield Private Design Fund IV
Number of shares: 3,805,109
Percentage of shares: 3.87%
(5) Deerfield Management
Number of shares: 7,610,217 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV)
Percentage of shares: 7.75%
(6) Flynn
Number of shares: 7,610,217 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV)
Percentage of shares: 7.75% |
| (b) | (1) Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 3,805,108
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,805,108
(2) Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 3,805,108
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,805,108
(3) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 3,805,109
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,805,109
(4) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 3,805,109
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,805,109
(5) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 7,610,217
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 7,610,217
(6) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 7,610,217
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 7,610,217
Flynn is the sole manager of the general partner of each of Deerfield Mgmt IV, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III and Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of the Deerfield Funds.
*Percentage beneficial ownership reported herein reflects 98,213,561 shares of Common Stock outstanding as of May 12, 2025, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. |
| (c) | Transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D are set forth on Exhibit 99.5 to this Amendment. All transactions reflected in Schedule A to this Amendment were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.4 Information Regarding Persons Referred to in Instruction C to Schedule 13D
Exhibit 99.5 Transactions in Securities |
(b)