Spruce Biosciences (NASDAQ: SPRB) raises $50M in private placement

Rhea-AI Filing Summary

Spruce Biosciences, Inc. entered into a private placement with institutional investors, agreeing to sell 502,181 shares of common stock and pre-funded warrants to purchase up to 233,144 additional shares at a purchase price of $68.00 per share, for expected gross proceeds of approximately $50.0 million at closing. The pre-funded warrants have a $0.01 per share exercise price, are exercisable for five years, and include ownership limits that generally cap each holder below specified percentages of outstanding common stock. Spruce plans to file resale registration statements for the shares and warrant shares after closing and intends to use its strengthened capital position to advance tralesinidase alfa enzyme replacement therapy toward a planned biologics license application in the first quarter of 2026 and a potential U.S. commercial launch in late 2026.

Positive

• Approximately $50.0 million capital raise through a private placement of common stock and pre-funded warrants to support advancement of tralesinidase alfa toward planned 2026 BLA submission and potential U.S. launch.

Negative

• None.

Insights

Biotech capital markets analyst

Spruce raises $50.0 million via equity and pre-funded warrants to fund its lead rare-disease program.

Spruce Biosciences agreed to a private placement of 502,181 common shares and pre-funded warrants for up to 233,144 shares at $68.00 per share, targeting gross proceeds of about $50.0 million. This brings in non-dilutive cash relative to debt and is typical financing for a clinical-stage biotech progressing an asset toward registration.

The pre-funded warrants carry a de minimis $0.01 exercise price and a five-year term, with Beneficial Ownership Limitations generally at 9.99% or 4.99%, adjustable up to 19.99% with notice. These caps limit any single holder’s post-exercise stake, which can help manage control and listing considerations while still enabling full eventual share issuance.

Spruce states it intends to use its stronger balance sheet to advance tralesinidase alfa enzyme replacement therapy for Sanfilippo Syndrome Type B toward a biologics license application in the first quarter of 2026 and a potential U.S. commercial launch in late 2026. Subsequent company disclosures may provide more detail on cash runway, development milestones and how this financing aligns with projected regulatory and commercial timelines.

NASDAQ false 0001683553 0001683553 2025-10-07 2025-10-07

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): October 7, 2025

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) 655-4168

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 1.01 Entry into a Material Definitive Agreement.

Private Placement

On October 7, 2025, Spruce Biosciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers (i) 502,181 shares of the Company’s common stock (“Common Stock”) and (ii) pre-funded warrants to purchase up to 233,144 shares of Common Stock (the “Pre-Funded Warrants”) in a private placement transaction (the “Private Placement”). The purchase price per share of Common Stock is $68.00 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants is $67.99, which equals the Purchase Price minus the $0.01 exercise price per Pre-Funded Warrant. The closing of the Private Placement is expected to occur on or about October 9, 2025 (the “Closing”), subject to the satisfaction of customary closing conditions. The total gross proceeds to the Company at the Closing are expected to be approximately $50.0 million.

The Pre-Funded Warrants have a per share exercise price of $0.01 subject to proportional adjustments in the event of stock splits or combinations or similar events. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that after giving effect to such exercise the holder would own more than 9.99% (or, at the holder’s option upon issuance, 4.99%) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants. The Pre-Funded Warrants will be exercisable for a period of five years following the date of issuance.

Leerink Partners, Citizens Capital Markets and H.C. Wainwright & Co. are acting as placement agents for the Private Placement and Oppenheimer & Co. is acting as capital markets advisor (collectively, the “Placement Agents”) for the Private Placement. The Placement Agents are entitled to receive a portion of a combined fee equal to approximately 6.0% of the aggregate gross proceeds from the securities sold at the Closing, plus the reimbursement of certain expenses.

Under the terms of the Purchase Agreement, the Company has agreed to prepare and file, within 20 days after the Closing (the “Filing Deadline”), one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Common Stock and Common Stock issuable upon exercise of the Pre-Funded Warrants issued under the Purchase Agreement, and to cause the applicable registration statements to become effective within a specified period after the Filing Deadline. Certain cash penalties will apply to the Company in the event of registration failures, as described in the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing is only a summary of the terms of the Purchase Agreement and Pre-Funded Warrants and does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the form of Purchase Agreement, a copy of which is attached to this report as Exhibit 10.1 and (ii) the form of Pre-Funded Warrant to be issued under the Purchase Agreement, a copy of which is attached to this report as Exhibit 4.1.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure regarding the securities to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.

The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Rule 506 of Regulation D thereunder. Each of the Purchasers has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities.

Item 8.01 Other Events.

The Company intends on advancing tralesinidase alfa enzyme replacement therapy (TA-ERT) for the treatment of Sanfilippo Syndrome Type B (MPS IIIB) through a biologics license application submission in the first quarter of 2026 and potential U.S. commercial launch in late 2026.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements about the offering, such as the expected gross proceeds and anticipated closing date, and the timing of BLA submission and potential commercial launch. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s business are described in additional detail in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 and in the Company’s other periodic and Current Reports filed with the SEC. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Form of Pre-Funded Warrant to Purchase Common Stock.
10.1		Form of Securities Purchase Agreement, dated October 7, 2025, by and among Spruce Biosciences, Inc. and the Purchasers.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 8, 2025				By:		/s/ Samir Gharib
						Samir Gharib
						President and Chief Financial Officer

FAQ

What financing did Spruce Biosciences (SPRB) announce in this 8-K?

Spruce Biosciences announced a private placement with institutional investors, selling 502,181 shares of common stock and pre-funded warrants for up to 233,144 additional shares at a purchase price of $68.00 per share, for expected gross proceeds of approximately $50.0 million at closing.

What are the key terms of Spruce Biosciences' pre-funded warrants?

The pre-funded warrants have a per-share exercise price of $0.01, are exercisable for five years after issuance, and include ownership limits that generally prevent a holder, together with its affiliates and attribution parties, from exceeding 9.99% (or, at the holder’s option, 4.99%) of outstanding common stock, adjustable up to 19.99% with 61 days’ notice.

Who is acting as placement agent for Spruce Biosciences' private placement?

Leerink Partners, Citizens Capital Markets and H.C. Wainwright & Co. are acting as placement agents, and Oppenheimer & Co. is acting as capital markets advisor. The placement agents are entitled to a combined fee of approximately 6.0% of the aggregate gross proceeds from the securities sold at closing, plus reimbursement of certain expenses.

Will the securities in Spruce Biosciences' private placement be registered with the SEC?

The securities are being issued in a private placement relying on an exemption under Rule 506 of Regulation D. Spruce Biosciences has agreed to file one or more registration statements within 20 days after closing to register for resale the common stock and the common stock issuable upon exercise of the pre-funded warrants and to cause those registration statements to become effective within a specified period.

How does Spruce Biosciences plan to use proceeds from the private placement?

Spruce Biosciences states that it intends to advance tralesinidase alfa enzyme replacement therapy for Sanfilippo Syndrome Type B through a planned biologics license application submission in the first quarter of 2026 and a potential U.S. commercial launch in late 2026, supported by the proceeds from the private placement.

What forward-looking milestones does Spruce Biosciences highlight for tralesinidase alfa?

Spruce Biosciences highlights its intention to submit a biologics license application for tralesinidase alfa in the first quarter of 2026 and a potential U.S. commercial launch in late 2026, while cautioning that these plans are subject to risks and uncertainties described in its periodic SEC filings.