SPRBD SEC Filings

Spruce Biosciences, Inc. ownership disclosure: ExodusPoint entities and Michael Gelband report shared beneficial ownership of 22,000 shares of Common Stock. The statement says these shares are held by ExodusPoint Partners Master Fund and that, as of April 27, 2026, each reporting person may be deemed to beneficially own approximately 0.8% of the outstanding class.

The filing states ExodusPoint Capital Management retains investment and voting power over the fund's holdings, ExodusPoint Capital Partners is the fund's general partner, and Mr. Gelband controls both entities. A Joint Filing Agreement is attached as Exhibit 1.

Spruce Biosciences is offering 1,150,000 shares of common stock and pre-funded warrants to purchase 50,000 shares. The offering prices are $50.00 per share and $49.99 per pre-funded warrant, with expected gross proceeds of $59,999,500 before underwriting discounts. Net proceeds are estimated at approximately $55.9 million, intended to fund pre-commercial and launch activities, planned clinical trials, working capital, capital expenditures and general corporate purposes.

The pre-funded warrants have a $0.01 exercise price, do not expire, are not expected to be listed, and include beneficial-ownership exercise limits (4.99% default, electable to 9.99%). The underwriters have a 30-day option to purchase up to 180,000 additional shares.

Spruce Biosciences is offering 1,150,000 shares of common stock and pre-funded warrants to purchase 50,000 shares. The offering prices are $50.00 per share and $49.99 per pre-funded warrant, with expected gross proceeds of $59,999,500 before underwriting discounts. Net proceeds are estimated at approximately $55.9 million, intended to fund pre-commercial and launch activities, planned clinical trials, working capital, capital expenditures and general corporate purposes.

The pre-funded warrants have a $0.01 exercise price, do not expire, are not expected to be listed, and include beneficial-ownership exercise limits (4.99% default, electable to 9.99%). The underwriters have a 30-day option to purchase up to 180,000 additional shares.

Spruce Biosciences, Inc. is offering shares of its common stock and pre-funded warrants to purchase common stock in a registered primary offering under its shelf registration. The pre-funded warrants have a $0.01 exercise price and do not expire; they are offered in lieu of common stock to certain investors. The prospectus discloses liquidity limits for the pre-funded warrants (no exchange listing expected), an ownership exercise limitation (4.99% default, electable up to 9.99%), and that net proceeds will be used for pre-commercial and launch activities, planned clinical trials, working capital and general corporate purposes. The document also states key capitalization figures as of December 31, 2025 and references an ATM Program with capacity up to $75.0 million.

Spruce Biosciences, Inc. is offering shares of its common stock and pre-funded warrants to purchase common stock in a registered primary offering under its shelf registration. The pre-funded warrants have a $0.01 exercise price and do not expire; they are offered in lieu of common stock to certain investors. The prospectus discloses liquidity limits for the pre-funded warrants (no exchange listing expected), an ownership exercise limitation (4.99% default, electable up to 9.99%), and that net proceeds will be used for pre-commercial and launch activities, planned clinical trials, working capital and general corporate purposes. The document also states key capitalization figures as of December 31, 2025 and references an ATM Program with capacity up to $75.0 million.

Spruce Biosciences, Inc. will hold its 2026 virtual annual meeting of stockholders on May 21, 2026 at 10:00 a.m. Pacific Time. Holders of 1,372,278 shares of common stock as of March 24, 2026 may vote online.

Stockholders will vote on electing three Class III directors to terms ending at the 2029 annual meeting, ratifying BDO USA, P.C. as independent auditor for 2026, approving on an advisory basis executive compensation, and choosing how often future advisory pay votes should occur. The filing also explains a previously effected 1-for-75 reverse stock split, board independence and structure, committee memberships, ownership of major holders and insiders, and key governance policies, including an insider trading policy and clawback framework.

Spruce Biosciences, Inc. will hold its 2026 virtual annual meeting of stockholders on May 21, 2026 at 10:00 a.m. Pacific Time. Holders of 1,372,278 shares of common stock as of March 24, 2026 may vote online.

Stockholders will vote on electing three Class III directors to terms ending at the 2029 annual meeting, ratifying BDO USA, P.C. as independent auditor for 2026, approving on an advisory basis executive compensation, and choosing how often future advisory pay votes should occur. The filing also explains a previously effected 1-for-75 reverse stock split, board independence and structure, committee memberships, ownership of major holders and insiders, and key governance policies, including an insider trading policy and clawback framework.

Spruce Biosciences terminated its collaboration and license agreement with Kaken Pharmaceutical for tildacerfont in Japan, effective March 31, 2026, eliminating rights to up to approximately $65.0 million in potential milestone payments and future royalties, though no early termination penalties apply.

The company reported full-year 2025 net loss of $39.0 million, improved from $53.0 million in 2024, as total operating expenses fell to $36.5 million from $61.1 million, driven by ending tildacerfont development and focusing on tralesinidase alfa enzyme replacement therapy (TA-ERT) for Sanfilippo syndrome type B.

Cash and cash equivalents were $48.9 million as of December 31, 2025, and a loan facility with Avenue Capital provides up to $50 million, including an initial funded tranche of $15 million. Positive FDA Type B meetings support a planned biologics license application for TA-ERT in the fourth quarter of 2026, and new commercial and development leaders were added ahead of a potential launch.

Spruce Biosciences terminated its collaboration and license agreement with Kaken Pharmaceutical for tildacerfont in Japan, effective March 31, 2026, eliminating rights to up to approximately $65.0 million in potential milestone payments and future royalties, though no early termination penalties apply.

The company reported full-year 2025 net loss of $39.0 million, improved from $53.0 million in 2024, as total operating expenses fell to $36.5 million from $61.1 million, driven by ending tildacerfont development and focusing on tralesinidase alfa enzyme replacement therapy (TA-ERT) for Sanfilippo syndrome type B.

Cash and cash equivalents were $48.9 million as of December 31, 2025, and a loan facility with Avenue Capital provides up to $50 million, including an initial funded tranche of $15 million. Positive FDA Type B meetings support a planned biologics license application for TA-ERT in the fourth quarter of 2026, and new commercial and development leaders were added ahead of a potential launch.

Hooks Corwin Dale reported acquisition or exercise transactions in this Form 4 filing.

Spruce Biosciences, Inc. reported that Chief Commercial Officer Corwin Dale Hooks received a grant of 11,000 Restricted Stock Units. Each RSU represents a contingent right to one share of common stock. The units vest in four equal 25% installments each March 15 from 2027 through 2030, conditioned on continued service.

Hooks Corwin Dale reported acquisition or exercise transactions in this Form 4 filing.

Spruce Biosciences, Inc. reported that Chief Commercial Officer Corwin Dale Hooks received a grant of 11,000 Restricted Stock Units. Each RSU represents a contingent right to one share of common stock. The units vest in four equal 25% installments each March 15 from 2027 through 2030, conditioned on continued service.

SPRUCE BIOSCIENCES, INC. filed a Form 3 identifying Corwin Dale Hooks, its Chief Commercial Officer, as a reporting person. The filing lists no transactions, indicating that no purchases, sales, acquisitions, or dispositions of SPRB securities are reported in this initial ownership statement.

SPRUCE BIOSCIENCES, INC. filed a Form 3 identifying Corwin Dale Hooks, its Chief Commercial Officer, as a reporting person. The filing lists no transactions, indicating that no purchases, sales, acquisitions, or dispositions of SPRB securities are reported in this initial ownership statement.

Spruce Biosciences is offering up to $75.0 million of common stock under an at-the-market sales agreement with Jefferies LLC. The sales may occur from time to time on the Nasdaq Capital Market and other trading venues, with Jefferies acting as agent and receiving a 3.0% commission on gross proceeds.

The prospectus supplement states proceeds may be used to fund clinical programs and for general corporate purposes, including working capital, operating expenses and capital expenditures. The assumed illustrative offering price referenced is $55.87 per share (last reported sale price on March 6, 2026), and the filing notes potential dilution and variability in the number and timing of shares sold.

Spruce Biosciences is offering up to $75.0 million of common stock under an at-the-market sales agreement with Jefferies LLC. The sales may occur from time to time on the Nasdaq Capital Market and other trading venues, with Jefferies acting as agent and receiving a 3.0% commission on gross proceeds.

The prospectus supplement states proceeds may be used to fund clinical programs and for general corporate purposes, including working capital, operating expenses and capital expenditures. The assumed illustrative offering price referenced is $55.87 per share (last reported sale price on March 6, 2026), and the filing notes potential dilution and variability in the number and timing of shares sold.

Spruce Biosciences files its Annual Report outlining a high‑risk but focused rare‑disease strategy and a challenging financial position. The company highlights substantial doubt about its ability to continue as a going concern and says it lacks sufficient working capital for the next twelve months without new funding.

Its lead program, TA‑ERT, targets ultra‑rare MPS IIIB, where no FDA‑approved therapies exist. Long‑term studies showed normalization of key biomarkers and stabilization of cognitive function, and the FDA has agreed that CSF HS‑NRE may support accelerated approval if a confirmatory Phase 3 trial is started during biologics license review. Spruce is preparing a BLA submission, now anticipated in late 2026.

The report also details earlier‑stage assets, including tildacerfont with the Cortibon diagnostic for major depressive disorder, where a Phase 2 trial was discontinued after a serious liver enzyme elevation, and SPR202 for congenital adrenal hyperplasia, licensed from HBM with milestones up to $390.0 million. As of June 30, 2025, non‑affiliate common stock held a market value of about $2.8 million, and 1,372,043 shares were outstanding as of March 3, 2026; these figures frame the small scale of the company against its extensive development and licensing obligations.

Spruce Biosciences files its Annual Report outlining a high‑risk but focused rare‑disease strategy and a challenging financial position. The company highlights substantial doubt about its ability to continue as a going concern and says it lacks sufficient working capital for the next twelve months without new funding.

Its lead program, TA‑ERT, targets ultra‑rare MPS IIIB, where no FDA‑approved therapies exist. Long‑term studies showed normalization of key biomarkers and stabilization of cognitive function, and the FDA has agreed that CSF HS‑NRE may support accelerated approval if a confirmatory Phase 3 trial is started during biologics license review. Spruce is preparing a BLA submission, now anticipated in late 2026.

The report also details earlier‑stage assets, including tildacerfont with the Cortibon diagnostic for major depressive disorder, where a Phase 2 trial was discontinued after a serious liver enzyme elevation, and SPR202 for congenital adrenal hyperplasia, licensed from HBM with milestones up to $390.0 million. As of June 30, 2025, non‑affiliate common stock held a market value of about $2.8 million, and 1,372,043 shares were outstanding as of March 3, 2026; these figures frame the small scale of the company against its extensive development and licensing obligations.

Spruce Biosciences, Inc. reported a joint Schedule 13G showing that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report beneficial interests in roughly 103,000 shares of common stock, representing about 9.6% of the class on the cover pages.

The filing states these holdings are held by entities subject to voting control and investment discretion by Millennium Management LLC and related managers, and includes a Joint Filing Agreement dated February 23, 2026.

Spruce Biosciences, Inc. reported a joint Schedule 13G showing that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report beneficial interests in roughly 103,000 shares of common stock, representing about 9.6% of the class on the cover pages.

The filing states these holdings are held by entities subject to voting control and investment discretion by Millennium Management LLC and related managers, and includes a Joint Filing Agreement dated February 23, 2026.