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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 Schedule 13G: ADAR1 Capital Management, LLC and Daniel Schneeberger report beneficial ownership of 58,000 shares of Spruce Biosciences common stock, representing 5.4% of the class. The filing attributes 50,170 shares to ADAR1 Partners, LP and 7,830 shares to Spearhead Insurance Solutions IDF, LLC as of December 31, 2025.
The percent calculation is based on 1,070,370 shares outstanding reported as of November 7, 2025 in the issuer's Form 10-Q. Mr. Schneeberger is disclosed as manager of ADAR1 Capital Management and files both for the entity and in his individual capacity.
Alyeska Investment Group and related reporting persons disclosed a 5.79% beneficial ownership stake in Spruce Biosciences, Inc. common stock as of December 31, 2025. They report beneficial ownership of 61,670 shares of common stock, with shared voting and investment power over all of these shares and no sole authority.
An exhibit states this stake includes 21,671 shares of common stock, 30,000 PIPE shares, and warrants to purchase 9,999 additional shares. The reported percentage is based on 1,065,672 Spruce Biosciences common shares outstanding, as set out in a prospectus filed on December 12, 2025. The filers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Citadel-affiliated funds and Kenneth Griffin report a 6.5% passive stake in Spruce Biosciences. The group may be deemed to beneficially own 70,035 shares of common stock, based on 1,070,370 shares outstanding as of November 7, 2025. Ownership is held through Citadel CEMF Investments Ltd. and Citadel Securities, with all voting and dispositive powers reported as shared, not sole. The filing is on a Schedule 13G/A basis, and the reporting persons certify the shares were not acquired to change or influence control of Spruce Biosciences.
Spruce Biosciences investor Squadron Master Fund LP and related parties report beneficial ownership of 70,000 shares of common stock, or 6.5% of the company. This percentage is based on 1,070,370 shares outstanding as of November 7, 2025, as disclosed by Spruce Biosciences.
The stake is held through private funds advised by Squadron Capital Management LLC, an exempt reporting adviser. Squadron, along with partners Matthew Sesterhenn and William Blank, share voting and dispositive power over the 70,000 shares but have no sole authority. They may be deemed beneficial owners yet expressly disclaim beneficial ownership and state the position is held in the ordinary course, without intent to change or influence control.
Spruce Biosciences, Inc. received a beneficial ownership report from Wellington Management Group LLP and related entities. They report beneficial ownership of 58,949 shares of Spruce common stock, representing 5.5% of the outstanding class as of the event date.
The Wellington entities report no sole voting or dispositive power, with 43,983 shares subject to shared voting power and 58,949 shares subject to shared dispositive power. The shares are owned of record by clients of Wellington investment advisers, who receive dividends and sale proceeds.
The reporting groups state the holdings are maintained in the ordinary course of business and not for the purpose of changing or influencing control of Spruce Biosciences.
Spruce Biosciences filed a report describing new clinical data for its investigational enzyme replacement therapy tralesinidase alfa (TA-ERT) in Sanfilippo Syndrome Type B (MPS IIIB). Data presented at the 22nd Annual WORLDSymposium showed that long-term TA-ERT administration led to rapid and durable reductions in heparan sulfate, a key disease biomarker, and was associated with preserved cognitive and non-cognitive function versus natural history patients.
New analyses across one observational and three interventional studies using the validated VABS-II scale indicated that TA-ERT treatment was associated with stabilization of receptive and expressive communication and both fine and gross motor skills, in contrast to declines seen in untreated patients. The company also discussed plans and expectations around potential accelerated approval pathways, a future biologics license application, and the possibility that TA-ERT could become a first and best-in-class disease-modifying therapy for MPS IIIB, while emphasizing the significant risks and uncertainties that could cause actual outcomes to differ.
Spruce Biosciences interim Chief Medical Officer Douglas Kirk Ways, who also serves as a director, reported new equity awards and option changes. On December 11, 2025, he was granted 5,000 restricted stock units (RSUs), each representing one share of common stock. According to the vesting terms, 25% (1,250 RSUs) vested on grant and converted into 1,250 shares of common stock at a price of $0, with the remaining RSUs scheduled to vest in three equal 25% installments on December 15, 2026, 2027 and 2028, subject to continuous service.
The filing also details a one-time stock option repricing effective December 11, 2025. Options with exercise prices of $106.09 per share or greater held by eligible employees and directors were amended so their exercise price is $104.13 per share, based on the 30‑day trailing volume‑weighted average price. The options remain fully vested or on their prior vesting schedules, share counts and expiration dates, and if exercised within a one‑year retention period the original higher exercise price must be paid.
Spruce Biosciences entered a secured Loan and Security Agreement providing term loans in principal amounts of up to $50.0 million, plus a discretionary additional $10.0 million. An initial $15.0 million tranche is to be funded shortly after closing, with later tranches dependent on key regulatory and commercial milestones for its TA-ERT program for MPS IIIB. The loans bear interest at a floating rate with a minimum of 12.25% annually, mature on July 1, 2029, and are secured by substantially all company assets. The agreement includes interest-only periods that can be extended if milestones are met, standard negative covenants, and customary events of default.
As part of the financing, the lender receives a conversion option on up to $4.0 million of loan principal and a warrant to purchase up to $3,200,000 of common stock, with pricing tied to future equity financing and a potential $6,400,000 cash success fee if a change of control occurs before the warrant is issued. Spruce also reported preliminary unaudited cash and cash equivalents of approximately $48.9 million as of December 31, 2025.
Spruce Biosciences president and CFO Samir Gharib updated his share holdings following restricted stock unit (RSU) vesting. On December 15, 2025, 496 RSUs from a December 5, 2022 grant vested, with 178 shares of common stock withheld to cover taxes, resulting in a net issuance of 318 shares. The same day, 513 RSUs from a December 14, 2023 grant vested, with 184 shares withheld for taxes, resulting in a net issuance of 329 shares.
These transactions were reported as RSU conversions at an exercise price of $0, followed by share disposals coded as tax withholdings at $80.67 per share. After the reported transactions, Gharib directly beneficially owned 8,263 shares of Spruce Biosciences common stock.
Spruce Biosciences, Inc. chief executive officer and director reported multiple equity transactions. On December 15, 2025, 1,480 previously granted restricted stock units (RSUs) vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 common shares. On the same date, 1,196 additional RSUs vested, with 608 shares withheld for taxes and a net issuance of 588 shares.
Separately, effective December 11, 2025, 1,666 employee stock options with an original exercise price of $344.25 per share were replaced by 1,666 options with a reduced exercise price of $104.13 per share, reflecting a one-time option repricing based on the 30‑day volume‑weighted average price. If a repriced option is exercised before the end of a one‑year retention period, the holder must pay the original exercise price.