Spruce Biosciences filings document the regulatory, financing and governance record of a late-stage biopharmaceutical company developing TA-ERT for Sanfilippo Syndrome Type B (MPS IIIB). Form 8-K disclosures cover material agreements, including loan and security arrangements, at-the-market equity sale agreements, collaboration and license matters, and furnished clinical data updates related to the TA-ERT program.
Proxy materials describe shareholder voting matters, director elections, board committee changes, executive compensation and equity incentive plan matters. The filing record also includes capital-structure disclosures tied to common stock, equity awards, financing arrangements, risk factors and public-company governance.
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.
Spruce Biosciences reported a new stock option grant to a director. On 12/11/2025, the director acquired stock options to purchase 3,400 shares of common stock at an exercise price of $88.41, expiring on 12/10/2035. The options vest in equal monthly installments over three years so they are fully vested on the third anniversary of the grant date, and they will vest in full upon a Change in Control, subject to the director’s continuous service under the company’s 2020 Equity Incentive Plan.
Spruce Biosciences, Inc. filed a Form 3 initial beneficial ownership report for a company director, stating that no securities were beneficially owned as of 12/11/2025.
The report is filed by one reporting person under Section 16(a) and includes a power of attorney authorizing Samir Gharib, as attorney-in-fact, to sign on the reporting person's behalf.
Spruce Biosciences, Inc. appointed Keli Walbert to its board as a Class I director effective December 11, 2025, with a term running through the 2027 annual stockholder meeting. She will also serve on the Compensation Committee.
Upon joining, she received a nonstatutory option for 3,400 common shares vesting monthly over three years, plus an annual cash retainer of $40,000 as director and $5,000 for committee service, pro-rated for 2025. From January 1, 2026, her committee retainer rises to $5,500, and beginning with the 2026 annual meeting she becomes eligible for an annual nonstatutory stock option to purchase 1,700 shares, vesting by the next annual meeting or the first anniversary of grant.
Spruce Biosciences executive Samir Gharib, the company’s President and CFO, reported vesting of restricted stock units (RSUs) that converted into common shares. On December 10, 2025, 514 RSUs from a March 14, 2024 grant vested after a specified clinical development objective was achieved; 184 shares were withheld for taxes, resulting in a net issuance of 330 common shares. On December 11, 2025, 1,900 RSUs from a separate grant vested, with 680 shares withheld for taxes and a net issuance of 1,220 shares. Following these transactions, Gharib directly owns 7,616 shares of Spruce Biosciences common stock and 5,700 RSUs, each representing a right to receive one share.
Spruce Biosciences, Inc. reported insider equity activity by its chief executive officer and director involving restricted stock units (RSUs) that vested into common shares and related tax withholding. On December 10, 2025, 1,196 RSUs vested into common stock, and 428 shares were withheld for taxes at $85.67 per share, resulting in a net issuance of 768 shares. On December 11, 2025, 4,950 RSUs vested, and 2,194 shares were withheld for taxes at $88.41 per share, resulting in a net issuance of 2,756 shares.
Following these transactions, the reporting person directly owned 12,998 shares of Spruce Biosciences common stock and 14,850 RSUs. The RSUs include a 4,784-unit award tied to achievement of a specified clinical development objective, vesting in four annual 25% tranches, and a separate 19,800-unit award vesting 25% at grant and 25% on each of December 15, 2026, 2027 and 2028, subject to continued service.
Spruce Biosciences, Inc. reported a board change and a broad repricing of employee and director stock options. On December 11, 2025, Tiba Aynechi, Ph.D. resigned from the board and as Chair of the Compensation Committee, and her resignation was stated to be not due to any disagreement with the company.
On the same date, the board approved an option repricing that reduced the exercise price of certain outstanding options granted under its 2016 and 2020 equity plans to $104.13 per share, based on the 30‑day volume‑weighted average price. The repricing covers 30,174 shares and includes underwater options held by the CEO (11,666 options at $344.25) and the President and CFO (6,131 options at $122.65 to $1,506.00). A retention period applies, ending on the earlier of 12 months after the repricing date, FDA approval of the tralesinidase alfa product candidate, or a change in control, and options exercised before that time use the original higher exercise price. Vesting schedules, expirations, and share counts for these options were not changed.
Spruce Biosciences (SPRB) reported Q3 2025 results marked by tighter spending, liquidity strain, and key program milestones. The company posted a net loss of $8.2 million for the quarter and $24.3 million year‑to‑date, with no collaboration revenue recognized in 2025. Operating expenses fell to $8.2 million in Q3 (from $10.0 million a year ago) as R&D declined on program discontinuations and a 55% workforce reduction, partly offset by increased TA‑ERT manufacturing.
Cash and cash equivalents were $10.7 million at September 30, 2025, and the filing states “substantial doubt” about the ability to continue as a going concern. After quarter‑end, Spruce raised approximately $50.0 million in gross proceeds via a private placement and subsequently terminated and repaid its SVB term loan, including the $0.3 million supplemental final payment. The company effected a 1‑for‑75 reverse stock split and relisted on Nasdaq. Development shifted to tralesinidase alfa (TA‑ERT) for MPS IIIB, which received FDA Breakthrough Therapy designation in October 2025, with a planned BLA submission in the first quarter of 2026.