Spruce Biosciences (SPRB) adjusts director option exercise prices to $104.13

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPIEGELMAN DANIEL K

(Last) (First) (Middle)

C/O SPRUCE BIOSCIENCES, INC.

611 GATEWAY BOULEVARD, SUITE 740

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC. [ SPRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$104.13	12/11/2025		A		458(1)		(2)	09/08/2030	Common Stock	458	(3)(4)	458	D
Stock Option (Right to Buy)	$564(1)	12/11/2025		D			458(1)	(2)	09/08/2030	Common Stock	458	(3)(4)	0	D
Stock Option (right to buy)	$104.13	12/11/2025		A		88(1)		(2)	05/19/2031	Common Stock	88	(3)(4)	88	D
Stock Option (right to buy)	$1,143(1)	12/11/2025		D			88(1)	(2)	05/19/2031	Common Stock	88	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		400(1)		(2)	05/24/2033	Common Stock	400	(3)(4)	400	D
Stock Option (Right to Buy)	$169.5(1)	12/11/2025		D			400(1)	(2)	05/24/2033	Common Stock	400	(3)(4)	0	D

Explanation of Responses:

1. Effective August 4, 2025, the Issuer effected a reverse stock split (the "Reverse Split") whereby every seventy-five shares of its issued and outstanding Common Stock were automatically combined into one share of Common Stock. In connection with the Reverse Split, each stock option to purchase 75 shares of Common Stock was automatically combined into a stock option to purchase one share of Common Stock and the exercise prices of such options were multiplied by seventy-five.

2. The shares subject to the option are fully vested and exercisable.

3. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 11, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices of $106.09 per share or greater held by employees and directors of the Issuer who remained in continuous service with the Company as of the Repricing Date.

4. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $104.13 per share, the thirty (30)-day trailing volume-weighted average price of the Common Stock on the Nasdaq Capital Market on the Repricing Date. However, if an optionholder exercises a repriced option before the end of a retention period of one year (which period may be shorter in certain circumstances), such optionholder will be required to pay the original exercise price per share of such repriced option. No other changes were made to the repriced options in connection with the Option Repricing, including with respect to the vesting schedules, expiration dates or number of shares underlying such repriced options.

	/s/ Samir Gharib, Attorney-in-Fact	12/15/2025
	** Signature of Reporting Person	Date
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