SPRY ARS Pharmaceuticals Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

ARS Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

82835W 108

(CUSIP Number)

Kathleen Scott

ARS Pharmaceuticals, Inc.

11682 El Camino Real, Suite 120

San Diego, CA 92130

(858) 771-9307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 4, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

Explanatory Note: This Amendment No. 1, which amends the Schedule 13D filed with the Securities and Exchange Commission on November 18, 2022, filed on behalf of The Pratik Shah Living Trust dated June 15, 2011, relates to the common stock, $0.0001 par value per share (the “Common Stock”), of ARS Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:

On June 4, 2023, the Reporting Person transferred (i) 1,332,900 shares of Common Stock to The Light Irrevocable Trust #1 (the “Light Trust”), of which an adult son of Dr. Shah is a beneficiary, (ii) 1,332,900 shares of Common Stock to The Star Irrevocable Trust #1 (the “Star Trust”), of which an adult son of Dr. Shah is a beneficiary, and (iii) 1,332,900 shares of Common Stock to Dr. Shah’s spouse. The transfers to the Light Trust and the Star Trust were each made in exchange for trust assets of equal value under an asset substitution power authorized under the terms of each trust. Dr. Shah has the ability to reacquire these shares within 60 days pursuant to the foregoing asset substitution power, but is not the trustee of either trust.

On June 7, 2024, the Reporting Person transferred 1,332,950 shares of Common Stock to The Pratik Shah Trust (the “Shah Trust”) of which Dr. Shah’s spouse is the sole beneficiary. Dr. Shah is the grantor of the Shah Trust but is not the trustee of the Shah Trust.

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.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)