Spruce Biosciences, Inc. SEC Filings

Spruce Biosciences entered a secured Loan and Security Agreement providing term loans in principal amounts of up to $50.0 million, plus a discretionary additional $10.0 million. An initial $15.0 million tranche is to be funded shortly after closing, with later tranches dependent on key regulatory and commercial milestones for its TA-ERT program for MPS IIIB. The loans bear interest at a floating rate with a minimum of 12.25% annually, mature on July 1, 2029, and are secured by substantially all company assets. The agreement includes interest-only periods that can be extended if milestones are met, standard negative covenants, and customary events of default.

As part of the financing, the lender receives a conversion option on up to $4.0 million of loan principal and a warrant to purchase up to $3,200,000 of common stock, with pricing tied to future equity financing and a potential $6,400,000 cash success fee if a change of control occurs before the warrant is issued. Spruce also reported preliminary unaudited cash and cash equivalents of approximately $48.9 million as of December 31, 2025.

Spruce Biosciences president and CFO Samir Gharib updated his share holdings following restricted stock unit (RSU) vesting. On December 15, 2025, 496 RSUs from a December 5, 2022 grant vested, with 178 shares of common stock withheld to cover taxes, resulting in a net issuance of 318 shares. The same day, 513 RSUs from a December 14, 2023 grant vested, with 184 shares withheld for taxes, resulting in a net issuance of 329 shares.

These transactions were reported as RSU conversions at an exercise price of $0, followed by share disposals coded as tax withholdings at $80.67 per share. After the reported transactions, Gharib directly beneficially owned 8,263 shares of Spruce Biosciences common stock.

Spruce Biosciences, Inc. chief executive officer and director reported multiple equity transactions. On December 15, 2025, 1,480 previously granted restricted stock units (RSUs) vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 common shares. On the same date, 1,196 additional RSUs vested, with 608 shares withheld for taxes and a net issuance of 588 shares.

Separately, effective December 11, 2025, 1,666 employee stock options with an original exercise price of $344.25 per share were replaced by 1,666 options with a reduced exercise price of $104.13 per share, reflecting a one-time option repricing based on the 30‑day volume‑weighted average price. If a repriced option is exercised before the end of a one‑year retention period, the holder must pay the original exercise price.

Spruce Biosciences, Inc. reported transactions by a director involving existing stock options after a 75-for-1 reverse stock split effective August 4, 2025. The reverse split combined every seventy-five shares of common stock into one share, and each option to purchase 75 shares became an option to purchase one share, with exercise prices multiplied by seventy-five.

On December 11, 2025, the company implemented a one-time stock option repricing for options with exercise prices of $106.09 per share or higher, held by employees and directors who remained in continuous service on that date. The exercise price of affected options was amended to $104.13 per share, equal to the 30-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market. The options are fully vested and exercisable, and if an optionholder exercises within a one-year retention period, they must pay the original exercise price. Vesting schedules, expiration dates, and the number of underlying shares were not changed.

Spruce Biosciences, Inc. reported Form 4 transactions for its executive chairman and director reflecting a one-time stock option repricing effective December 11, 2025. Options with exercise prices of $106.09 per share or greater were amended so the exercise price is now $104.13 per share, equal to the thirty-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market on the repricing date.

Most of the affected options are fully vested and exercisable, while one grant vests in 1/48th monthly installments from December 16, 2021. No changes were made to vesting schedules, expiration dates, or the number of shares underlying the repriced options. If a repriced option is exercised before the end of a one-year retention period, the holder must pay the original higher exercise price. Earlier, effective August 4, 2025, the company completed a reverse stock split in which every seventy-five shares of common stock, and the corresponding stock options, were combined into one and the option exercise prices were multiplied by seventy-five.

Spruce Biosciences insider Samir Gharib, President and CFO, reported changes to his stock options following a one-time option repricing effective December 11, 2025. The repricing applies to options with exercise prices of $106.09 per share or higher held by employees and directors who remained in continuous service as of that date.

Under this program, the exercise price of the affected options was amended to $104.13 per share, which equals the thirty-day trailing volume-weighted average price of Spruce Biosciences common stock on the Nasdaq Capital Market on the repricing date. If an optionholder exercises a repriced option before the end of a one-year retention period, they must still pay the original higher exercise price per share.

The repricing did not change vesting schedules, expiration dates, or the number of shares underlying the options. Certain grants for Gharib continue to vest in equal monthly installments of 1/48th of the shares from December 16, 2021 and January 3, 2022, conditioned on his continuous service with the company.

Spruce Biosciences' chief executive officer and director reported a stock option repricing involving 10,000 employee stock options. On December 11, 2025, 10,000 options with an exercise price of $344.25 per share were disposed of and 10,000 new employee stock options were acquired with an exercise price of $104.13 per share, all expiring on January 2, 2032.

The filing explains that this reflects a one-time option repricing effective December 11, 2025 for options with exercise prices of $106.09 per share or higher. The repriced options now carry an exercise price of $104.13 per share, equal to the thirty-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market on the repricing date. If an optionholder exercises a repriced option before completing a one-year retention period, they must pay the original higher exercise price, and vesting, expiration and share amounts remain unchanged.

Spruce Biosciences reported that a director updated several stock option grants on December 11, 2025. The disclosure describes a one-time option repricing that followed an earlier reverse stock split in which every seventy-five shares of common stock were combined into one share, and existing options and their exercise prices were adjusted accordingly.

Under the repricing, options with exercise prices of $106.09 per share or higher were amended so the exercise price is now $104.13 per share, equal to the 30-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market on the repricing date. For this director, fully vested stock option positions expiring between 2029 and 2033 were canceled and replaced one-for-one at the new price, leaving separate grants of 173, 309, 362, 133 and 400 options outstanding. Vesting schedules, expiration dates and share counts were unchanged, and any option exercised within a one-year retention period must still be paid at the original, higher exercise price.

Spruce Biosciences director reported an option repricing and prior reverse split effects. On December 11, 2025, the director reported the acquisition of 800 stock options with a new exercise price of $104.13 per share and the disposition of 800 options with a $169.50 exercise price, both expiring on May 24, 2033, as part of a one-time option repricing. Earlier, effective August 4, 2025, every seventy-five shares of common stock were combined into one share in a reverse stock split, and related option share counts and exercise prices were adjusted. The repriced options vest in equal monthly installments over three years from May 25, 2023, fully vest on the third anniversary, and vest in full upon a Change in Control under the equity plan, while early exercise within a roughly one-year retention period requires paying the original exercise price.