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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, 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.
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.
Spruce Biosciences insider Samir Gharib, President and CFO, reported changes to his stock options following a one-time option repricing effective December 11, 2025. The repricing applies to options with exercise prices of $106.09 per share or higher held by employees and directors who remained in continuous service as of that date.
Under this program, the exercise price of the affected options was amended to $104.13 per share, which equals the thirty-day trailing volume-weighted average price of Spruce Biosciences common stock on the Nasdaq Capital Market on the repricing date. If an optionholder exercises a repriced option before the end of a one-year retention period, they must still pay the original higher exercise price per share.
The repricing did not change vesting schedules, expiration dates, or the number of shares underlying the options. Certain grants for Gharib continue to vest in equal monthly installments of 1/48th of the shares from December 16, 2021 and January 3, 2022, conditioned on his continuous service with the company.
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.