Peter A. Thompson - 26 Aug 2024 Form 4 Insider Report for ARS Pharmaceuticals, Inc. (SPRY)

Footnote F1

Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $12.59 to a high of $13.35 per share. The Reporting Person undertakes, upon request by the staff of the Securities and Exchange Commission, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

Footnote F2

These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPM.

Footnote F3

These securities are held of record by OPI VI - IP HoldCo LLC ("HoldCo"). OrbiMed Capital GP VI LLC ("GP VI") is the sole member of OrbiMed Private Investments VI - IP, LP, which is the sole member of OPI VI - IP TopCo LLC, the sole member of HoldCo. OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by HoldCo and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by HoldCo.

Footnote F4

These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). GP VI is the general partner of OPI VI, and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VI.

Footnote F5

Each of the Reporting Person, OrbiMed Advisors, GP VI, and OrbiMed Capital disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP VI, or OrbiMed Capital is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.