Spruce Biosciences 2026 shareholder voting results

Spruce Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026 in virtual format.

Accepted by SEC EDGAR 05/26/2026 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Spruce Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026 in virtual format. As of the March 24, 2026 record date, 1,372,278 common shares were outstanding, and 903,893 shares, or about 65.86%, were represented, establishing a quorum.

Stockholders elected three Class III directors—Michael Grey, Camilla V. Simpson and Javier Szwarcberg—to serve until the 2029 annual meeting. They also ratified BDO USA, P.C. as independent auditor for the year ending December 31, 2026 and approved, on an advisory basis, the compensation of named executive officers.

In addition, stockholders indicated a preference for holding an advisory vote on executive compensation every year. The company plans to include an annual, non-binding say‑on‑pay vote in its proxy materials until the next required frequency vote, which must occur no later than the 2032 annual meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 1,372,278 shares Shares represented: 903,893 shares Quorum percentage: 65.86% +4 more

7 metrics

Shares outstanding 1,372,278 shares Common stock outstanding and entitled to vote as of March 24, 2026

Shares represented 903,893 shares Shares present or represented by proxy at 2026 annual meeting (about 65.86%)

Quorum percentage 65.86% Portion of outstanding shares represented at 2026 annual meeting

Auditor ratification for votes 880,984 shares Votes for ratifying BDO USA, P.C. as 2026 auditor

Say-on-pay for votes 187,027 shares Votes for advisory approval of named executive officer compensation

Annual frequency support 297,804 shares Votes indicating preference for one-year frequency of advisory pay votes

Broker non-votes on director elections 604,019 shares Broker non-votes recorded for each Class III director proposal

Key Terms

broker non-votes, emerging growth company, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 880,984 | 16,851 | 6,058 | —"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

advisory vote financial

"Advisory Vote on the Compensation of the Company’s Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Spruce Biosciences (SPRB) stockholders vote on at the 2026 annual meeting?

Stockholders voted on four items: electing three Class III directors, ratifying BDO USA, P.C. as independent auditor for 2026, approving executive compensation on an advisory basis, and choosing the frequency of future advisory votes on executive pay, favoring an annual vote.

How many Spruce Biosciences (SPRB) shares were represented at the 2026 annual meeting?

At the record date, 1,372,278 Spruce Biosciences common shares were outstanding. Of these, 903,893 shares, representing approximately 65.86% of outstanding shares, were present virtually or by proxy at the 2026 annual meeting, which was sufficient to constitute a quorum for conducting business.

Were Spruce Biosciences (SPRB) directors elected at the 2026 annual meeting?

Yes. Stockholders elected three Class III directors: Michael Grey, Camilla V. Simpson and Javier Szwarcberg. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, or earlier death, resignation or removal, based on the reported voting results.

Did Spruce Biosciences (SPRB) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote totaled 187,027 shares for, 111,274 against and 1,573 abstentions, with 604,019 broker non-votes, referencing compensation disclosed in the April 9, 2026 definitive proxy statement.

How often will Spruce Biosciences (SPRB) hold say-on-pay votes going forward?

Stockholders indicated a preference for an annual advisory vote on executive compensation, with 297,804 shares favoring one year. The company plans to include a non-binding say-on-pay vote every year until the next required frequency vote, which must occur no later than the 2032 annual meeting.

Which auditor did Spruce Biosciences (SPRB) stockholders ratify for fiscal year 2026?

Stockholders ratified BDO USA, P.C. as Spruce Biosciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 880,984 shares for, 16,851 against and 6,058 abstentions, with no broker non-votes recorded for this ratification proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

Spruce Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39594	81-2154263
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
611 Gateway Boulevard, Suite 740
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 415-343-5986

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SPRB		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Spruce Biosciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026, in a virtual format. As of March 24, 2026, the record date for the Annual Meeting, there were 1,372,278 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, of which 903,893 shares, representing approximately 65.86% of the outstanding shares, were present virtually or represented by proxy, constituting a quorum. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

Proposal 1: Election of Class III Directors.

The Company’s stockholders elected each of the three nominees named below to serve as Class III directors of the Company until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The voting results were as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael Grey	276,159	23,715	604,019
Camilla V. Simpson, M.Sc.	191,284	108,590	604,019
Javier Szwarcberg, M.D., MPH	293,098	6,776	604,019

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection by the Audit Committee of the Board of Directors of BDO USA, P.C. as the independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2026. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
880,984	16,851	6,058	—

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
187,027	111,274	1,573	604,019

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

The Company’s stockholders indicated, on an advisory basis, their preference for the Company to hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year. The voting results were as follows:

One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
297,804	1,049	804	217	604,019

In light of the foregoing voting results, and consistent with the recommendation of the Board of Directors, the Company has determined that it will include a non-binding stockholder advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required vote on the frequency of such advisory votes, which is required to occur no later than the Company’s 2032 Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				Spruce Biosciences, Inc.
Date: May 26, 2026				By:		/s/ Samir Gharib
						Samir Gharib
						President and Chief Financial Officer

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 31.2 KB