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Amendment No. 3 to Schedule 13D discloses that a group of Deerfield-affiliated investment vehicles and their managing partner, James E. Flynn, collectively own 9,724,508 shares of ARS Pharmaceuticals, Inc. ("SPRY"), equal to 9.90 % of the company鈥檚 outstanding common stock as of 12 May 2025 (98,213,561 shares).

The filing details ownership across six reporting persons:

• Deerfield Mgmt III, L.P. 鈥� 4,862,254 shares (4.95 %)
• Deerfield Private Design Fund III, L.P. 鈥� 4.95 %
• Deerfield Mgmt IV, L.P. 鈥� 4.95 %
• Deerfield Private Design Fund IV, L.P. 鈥� 4.95 %
• Deerfield Management Company, L.P. 鈥� 9.90 %
• James E. Flynn 鈥� 9.90 %

Recent trading activity: On 27 Jun 2025, Deerfield Private Design Funds III & IV sold a combined 790,149 shares on the Nasdaq Global Market at a weighted-average price of $18.45 (range $18.20鈥�$18.89). No other transactions were reported within the past 60 days.

All voting and dispositive power is reported as shared; none of the entities retains sole power. The amendment principally updates share totals and percentages after the late-June dispositions. Following the sales, Deerfield鈥檚 aggregate stake remains just under the 10 % threshold that would otherwise trigger additional reporting or potential Section 16 insider status.

Enliven Therapeutics, Inc. (ELVN) 鈥� Form 4 insider transaction. Chief Financial Officer Benjamin Hohl exercised 3,250 employee stock options at an exercise price of $2.48 per share and immediately sold the same 3,250 shares under a pre-arranged Rule 10b5-1 trading plan dated 26 Jun 2023.

• Option exercise: 3,250 shares converted from options granted 2 Aug 2021 (portion of a 262,120-share grant that vests monthly through Aug 2025).
• Sales: 3,052 shares sold at a volume-weighted average price (VWAP) of $20.8609 and 198 shares at a VWAP of $21.6583; individual trade ranges were $20.58-$21.575 and $21.5811-$21.788, respectively.
• Holdings after transactions: 23,000 shares of common stock held directly and 115,806 options outstanding.
• The exercise-and-sell was executed the same day (27 Jun 2025) and disclosed 1 Jul 2025.

The transaction represents routine liquidity management by the CFO; the net economic exposure (shares plus remaining options) remains substantial.

Venus Concept Inc. (NASDAQ: VERO) has completed a series of related financing amendments designed to ease near-term liquidity pressure and realign its capital structure.

On 30 June 2025 the Company executed an Exchange Agreement with its senior lender Madryn Health Partners. Two existing secured subordinated convertible notes with aggregate principal of $17.0 million were exchanged for (i) new promissory notes totalling $11.1 million and (ii) 325,651 shares of newly issued Series Y Convertible Preferred Stock priced at $19.96 per share. Each preferred share converts into 9.0909 common shares, implying potential issuance of roughly 3.0 million additional common shares once conversion limits are lifted.

The transaction immediately reduces debt principal by about $5.9 million, shifts a portion of lender exposure into equity and carries no registration requirement under Section 3(a)(9). A Third Amended & Restated Registration Rights Agreement obligates the Company to file a shelf registration for the conversion shares within 60 days after all preferred shares convert.

Concurrently, the Company and Madryn executed several consent and amendment agreements: (1) waiver of minimum liquidity covenants on both the Main Street Priority Loan and the new notes through 31 July 2025, (2) permission to apply the 8 July 2025 interest payment to principal, and (3) a sixteenth amendment to the Bridge Loan extending maturity by one month to 31 July 2025.

To support the larger preferred issuance, Venus filed a Certificate of Amendment increasing authorized Series Y shares from 1.2 million to 1.5 million. A shareholder vote will be sought to remove Nasdaq-related conversion limits.

Overall, the package provides short-term covenant relief and modest debt reduction but adds potential equity dilution and highlights ongoing liquidity constraints, with several key maturities now deferred only to late July 2025.

ARS Pharmaceuticals, Inc. (SPRY) 鈥� Form 4 insider transaction

Director Rajeev Dadoo reported the receipt of 30,000 non-qualified stock options on 25 June 2025. The options carry an exercise price of $17.26 per share and expire on 24 June 2035, giving a 10-year contractual life. According to the filing, the award vests 100 % on the earlier of 25 June 2026 or the date of the company鈥檚 2026 annual shareholder meeting (exact meeting date not yet set).

Following the grant, Mr. Dadoo beneficially owns 30,000 derivative securities (options) in a direct capacity; no open-market purchases or sales of common stock were disclosed. The filing indicates a routine annual director equity award rather than a discretionary transaction, and no Rule 10b5-1 trading plan box was checked.

Because the transaction is an option grant鈥攏ot a purchase or sale鈥攊t does not immediately affect float or insider ownership percentages, but it does align the director鈥檚 incentives with shareholder value creation over the next decade. Investors typically view such grants as neutral-to-modestly positive signals, reinforcing board commitment without implying near-term trading intentions.

Form 4 highlights: On 06/25/2025 ARS Pharmaceuticals, Inc. (SPRY) granted Director Pratik Shah a stock option for 30,000 common shares at an exercise price of $17.26 per share. The option vests in full on the earlier of 25 June 2026 or the date of the company鈥檚 2026 annual shareholder meeting, and expires on 24 June 2035. Following this grant, Mr. Shah beneficially owns 30,000 derivative securities; all are held directly. No non-derivative share transactions were reported.

The filing reflects a routine equity incentive award to a non-employee director and does not indicate any open-market buying or selling. As such, it provides limited insight into current insider sentiment but does add a small potential dilutive element (鈮�30 k shares) to SPRY鈥檚 future share count if and when the option is exercised.

ARS Pharmaceuticals, Inc. (SPRY) 鈥� Form 4 insider filing dated 06/27/2025

Director Michael Kelly was granted a non-qualified stock option for 30,000 common shares on 06/25/2025 at an exercise price of $17.26 per share. The option vests in full on the earlier of June 25, 2026 or the date of the company鈥檚 2026 annual meeting of stockholders, and carries a ten-year term expiring on 06/24/2035.

The filing reports no open-market purchases or sales of common stock; all activity relates to derivative securities. Following the grant, Mr. Kelly鈥檚 beneficial ownership comprises 30,000 derivative securities held directly. No indirect holdings or other related-party transactions were disclosed.

This one-year vesting schedule is consistent with typical board compensation practices and is intended to align the director鈥檚 incentives with shareholder interests. Because the award represents routine director compensation and does not involve cash expenditures or immediate dilution, it is unlikely to have a material impact on near-term financial performance or share count.

Form 4 filing overview 鈥� ARS Pharmaceuticals, Inc. (SPRY)

On 25 June 2025, director Saqib Islam received a new grant of derivative securities in the form of stock options. The filing reports one transaction and shows no changes to any non-derivative share holdings.

• Security granted: Stock option (right to buy)
• Amount: 30,000 options
• Exercise price: $17.26 per share
• Date exercisable: Grant vests in full on the earlier of 25 June 2026 or the company鈥檚 2026 annual meeting.
• Expiration: 24 June 2035 (10-year term)
• Ownership after transaction: 30,000 derivative securities held directly by the reporting person.

The transaction is coded "A" (acquired), indicating an option grant rather than an open-market purchase or sale. No price was paid for the option itself; the $17.26 will be payable only upon future exercise. The filing shows Mr. Islam continues to serve as a director of ARS Pharmaceuticals and submitted the form individually. No other insiders or joint filers are listed.

Investors should note that the grant aligns the director鈥檚 potential future ownership with shareholder value creation, but it does not immediately affect the company鈥檚 outstanding share count or cash position.

ARS Pharmaceuticals, Inc. (SPRY) filed a Form 4 on 06/27/2025 disclosing an equity award to director Peter A. Thompson. The transaction, dated 06/25/2025, involves the grant of 30,000 non-qualified stock options with an exercise price of $17.26 per share, corresponding to the company鈥檚 common stock.

The options vest in full on the earlier of June 25 2026 or the date of SPRY鈥檚 2026 annual shareholder meeting, and they carry a 10-year term expiring on June 24 2035. Following the grant, Thompson鈥檚 beneficial ownership consists solely of these 30,000 derivative securities, reported as direct (D) ownership.

Per a standing agreement, all economic benefits from the award will be transferred to OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC, which in turn will pass them to OrbiMed Private Investments VI, LP. No open-market purchase or sale of common shares was reported, and no changes were disclosed for non-derivative holdings.

This filing represents a routine director compensation grant that modestly increases SPRY鈥檚 potential share count but primarily serves to align long-term incentives with shareholder value.

Form 4 Overview: On 06/25/2025, ARS Pharmaceuticals, Inc. (ticker: SPRY) filed a Form 4 detailing an insider transaction by Director Brent L. Saunders.

Key Details:

• Security Granted: Stock Option (right to buy common stock)
• Quantity: 30,000 options
• Exercise Price: $17.26 per share
• Grant Date: 06/25/2025
• Expiration: 06/24/2035
• Vesting: 100% on the earlier of 25 June 2026 or the date of the company鈥檚 2026 annual shareholder meeting (exact meeting date not yet set).
• Ownership Form: Direct (D)

No common shares were bought or sold in Table I; the filing solely reports an acquisition of derivative securities in Table II. Following the grant, Saunders beneficially owns 30,000 derivative securities (options) with no indirect holdings disclosed.

Implications for Investors: The option award is a routine director compensation action that aligns leadership incentives with shareholder value. It does not involve an open-market purchase or sale of equity and therefore has limited immediate impact on the company鈥檚 share float or insider sentiment.