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Spruce Biosciences files its Annual Report outlining a high‑risk but focused rare‑disease strategy and a challenging financial position. The company highlights substantial doubt about its ability to continue as a going concern and says it lacks sufficient working capital for the next twelve months without new funding.
Its lead program, TA‑ERT, targets ultra‑rare MPS IIIB, where no FDA‑approved therapies exist. Long‑term studies showed normalization of key biomarkers and stabilization of cognitive function, and the FDA has agreed that CSF HS‑NRE may support accelerated approval if a confirmatory Phase 3 trial is started during biologics license review. Spruce is preparing a BLA submission, now anticipated in late 2026.
The report also details earlier‑stage assets, including tildacerfont with the Cortibon diagnostic for major depressive disorder, where a Phase 2 trial was discontinued after a serious liver enzyme elevation, and SPR202 for congenital adrenal hyperplasia, licensed from HBM with milestones up to $390.0 million. As of June 30, 2025, non‑affiliate common stock held a market value of about $2.8 million, and 1,372,043 shares were outstanding as of March 3, 2026; these figures frame the small scale of the company against its extensive development and licensing obligations.
Spruce Biosciences, Inc. reported a joint Schedule 13G showing that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report beneficial interests in roughly 103,000 shares of common stock, representing about 9.6% of the class on the cover pages.
The filing states these holdings are held by entities subject to voting control and investment discretion by Millennium Management LLC and related managers, and includes a Joint Filing Agreement dated February 23, 2026.
Carlyle-affiliated entities and Abingworth funds report beneficial ownership of 50,893 shares of Spruce Biosciences common stock, equal to about 4.7% of the company. This percentage is based on 1,070,370 shares outstanding as of November 7, 2025, and reflects a 1-for-75 reverse stock split completed in August 2025.
The position includes 38,620 shares held by Abingworth Bioventures VII LP, 1,233 shares issuable upon stock options and 11,040 shares issuable upon standard warrants, all exercisable within 60 days. The filing notes that the reporting persons have ceased to be beneficial owners of more than five percent of Spruce’s common stock and that no transactions occurred in the past 60 days. It also records the October 2025 resignation of Bali Muralidhar from Spruce’s board of directors.
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 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.