Spruce Biosciences, Inc. ownership disclosure: ExodusPoint entities and Michael Gelband report shared beneficial ownership of 22,000 shares of Common Stock. The statement says these shares are held by ExodusPoint Partners Master Fund and that, as of April 27, 2026, each reporting person may be deemed to beneficially own approximately 0.8% of the outstanding class.
The filing states ExodusPoint Capital Management retains investment and voting power over the fund's holdings, ExodusPoint Capital Partners is the fund's general partner, and Mr. Gelband controls both entities. A Joint Filing Agreement is attached as Exhibit 1.
Positive
None.
Negative
None.
Insights
Small passive stake reported by ExodusPoint-linked entities.
The Schedule 13G lists 22,000 shares held by ExodusPoint Partners Master Fund, with investment and voting authority attributed to ExodusPoint Capital Management and its general partner. The disclosure follows joint-filing procedures under Rule 13d-1.
Because the reported stake is ~0.8%, this is a routine institutional disclosure; subsequent filings would show any changes in ownership or shifts to active status.
Filing aligns with passive investor reporting requirements.
The filing names the reporting persons, the fund that holds the shares, and the address for the reporting entities. It attaches a Joint Filing Agreement as Exhibit 1, satisfying Schedule 13G joint-filing norms.
Material monitoring hinges on future Schedule 13D/13G amendments if ownership grows or intent changes; timing not specified in the excerpt.
Key Figures
Shares beneficially owned:22,000 sharesPercent of class:0.8%Filing type:Schedule 13G+2 more
5 metrics
Shares beneficially owned22,000 sharesheld by ExodusPoint Partners Master Fund (as of April 27, 2026)
Percent of class0.8%approximate percent beneficially owned by each reporting person (as of April 27, 2026)
"each of the Reporting Persons may be deemed the beneficial owner of 22,000 Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 22,000.00"
Schedule 13Gregulatory
"This statement is filed by (each, a "Reporting Person" and, collectively, the "Reporting Persons")"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Joint Filing Agreementregulatory
"they have entered into a Joint Filing Agreement, a copy of which is filed with this as Exhibit 99.1"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPRUCE BIOSCIENCES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
85209E208
(CUSIP Number)
04/22/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
ExodusPoint Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
ExodusPoint Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
85209E208
1
Names of Reporting Persons
Michael Gelband
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SPRUCE BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
611 Gateway Boulevard, Suite 740, South San Francisco, California 94080
Item 2.
(a)
Name of person filing:
This statement is filed by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (i) ExodusPoint Capital Management, LP ("ExodusPoint Capital Management") with respect to shares of Common Stock, par value $0.0001 per share ("Shares") of the Issuer held by ExodusPoint Partners Master Fund, LP, an investment fund it manages ("ExodusPoint Master Fund"); (ii) ExodusPoint Capital Partners GP, LLC ("ExodusPoint Capital Partners") with respect to Shares held by ExodusPoint Master Fund; and (iii) Michael Gelband ("Mr. Gelband"), with respect to Shares beneficially owned by ExodusPoint Capital Management and ExodusPoint Capital Partners.
ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband is 65 East 55th Street, New York, NY 10022.
(c)
Citizenship:
ExodusPoint Capital Management is a Delaware limited partnership. ExodusPoint Capital Partners is a Delaware limited liability company. Mr. Gelband is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
85209E208
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of April 27, 2026, each of the Reporting Persons may be deemed the beneficial owner of 22,000 Shares, which are held directly by ExodusPoint Master Fund.
ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband directly own no Shares. Pursuant to an investment management agreement, ExodusPoint Capital Management maintains investment and voting power with respect to the securities held by ExodusPoint Master Fund. ExodusPoint Capital Partners is the general partner of ExodusPoint Capital Management. Mr. Gelband controls each of ExodusPoint Capital Management and ExodusPoint Capital Partners.
(b)
Percent of class:
As of April 27, 2026, each of the Reporting Persons may be deemed to beneficially own approximately 0.8% of the Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
22,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
22,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ExodusPoint Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 4 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ExodusPoint Capital Management, LP
Signature:
/s/ Timothy Cruise
Name/Title:
Timothy Cruise, Authorized Signatory
Date:
04/28/2026
ExodusPoint Capital Partners GP, LLC
Signature:
/s/ Timothy Cruise
Name/Title:
Timothy Cruise, Authorized Signatory
Date:
04/28/2026
Michael Gelband
Signature:
/s/ Michael Gelband
Name/Title:
Michael Gelband
Date:
04/28/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated April 28, 2026
ExodusPoint reports beneficial ownership of 22,000 shares, about 0.8%. The shares are held by ExodusPoint Partners Master Fund and reported as of April 27, 2026 under a joint filing with Michael Gelband.
Who holds voting and investment power over the 22,000 SPRB shares?
ExodusPoint Capital Management maintains investment and voting power. ExodusPoint Capital Partners is the general partner and Mr. Gelband controls both entities, per the Schedule 13G disclosure and joint filing agreement.
Does the filing indicate ExodusPoint is an active controller of SPRB?
No active control is asserted; this is a Schedule 13G passive disclosure. The filing reports beneficial ownership and voting/investment authority via the managed fund; it does not claim control of Spruce Biosciences.
What date and document formalize this ownership disclosure for SPRB?
The disclosure is dated April 27, 2026 for ownership and filed with signatures on April 28, 2026. A Joint Filing Agreement dated April 28, 2026 is included as Exhibit 1 to the filing.
How much of SPRB's class does 22,000 shares represent?
22,000 shares represent approximately 0.8% of the outstanding common stock. That percentage is stated directly in the filing as of April 27, 2026 and reflects the reporting persons' deemed beneficial ownership.
