Spruce Biosciences (NASDAQ: SPRB) reprices stock options after reverse split
Rhea-AI Filing Summary
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.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to Buy) | 387 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 387 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 1,255 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 1,255 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 1,499 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 1,499 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 133 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 133 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 666 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 666 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 400 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 400 | $0.00 | -- |
Footnotes (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. The shares subject to the option are fully vested and exercisable. 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. 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. 1/48th of the shares vest on a monthly basis from December 16, 2021, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).
FAQ
What insider activity did Spruce Biosciences (SPRB) report in this Form 4?
The Form 4 reports that Spruce Biosciences' executive chairman and director entered into multiple stock option transactions tied to a one-time option repricing effective December 11, 2025, adjusting the exercise prices of several existing option grants.
What reverse stock split did Spruce Biosciences (SPRB) complete and how did it affect options?
Effective August 4, 2025, Spruce Biosciences effected a reverse stock split whereby every seventy-five shares of issued and outstanding common stock were automatically combined into one share. Each stock option to purchase 75 shares of common stock was similarly combined into an option to purchase one share, and the exercise prices were multiplied by seventy-five.
What is the option repricing disclosed by Spruce Biosciences for SPRB options?
The company implemented a one-time stock option repricing effective December 11, 2025. It applies to options with exercise prices of $106.09 per share or greater held by employees and directors in continuous service, resetting those exercise prices to $104.13 per share, the thirty-day trailing volume-weighted average price on the Nasdaq Capital Market on the repricing date.
Were any other terms of the repriced Spruce Biosciences (SPRB) options changed?
No other terms were changed. The disclosure states that, in the option repricing, there were no changes to the repriced options' vesting schedules, expiration dates, or the number of shares underlying those options.
How does the one-year retention period affect repriced SPRB options?
If an optionholder exercises a repriced option before the end of a one-year retention period (which may be shorter in certain circumstances), that holder must pay the original exercise price per share of the repriced option instead of the reduced $104.13 exercise price.
What is the vesting schedule for the 2021 Spruce Biosciences (SPRB) option grant mentioned?
For the option grant referenced in the explanation, 1/48th of the shares vest on a monthly basis from December 16, 2021, subject to the reporting person's continuous service under the company's 2020 Equity Incentive Plan.
