8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): July 22, 2025

    

Spruce Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39594	81-2154263
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

611 Gateway Boulevard, Suite 740
South San Francisco , California		94080
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 415 294-1687

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SPRB	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent applicable, the information in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

On July 23, 2025, Spruce Biosciences, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effect a one-for-seventy-five (1:75) reverse stock split of its outstanding common stock, effective as of August 4, 2025 (the “Reverse Stock Split”). A series of alternate amendments to effect the Reverse Stock Split was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on July 22, 2025, and the specific one-for-seventy-five (1:75) ratio was subsequently approved by the Company’s Board of Directors (the “Board”) on July 23, 2025.

The Amendment provides that at the effective time of the Reverse Stock Split, every 75 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans and employee stock purchase plan. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the exercise of warrants, stock options and restricted stock units outstanding immediately prior to the effectiveness of the Reverse Stock Split with a corresponding increase in the exercise price per share applicable to such warrants and stock options. No fractional shares will be issued because of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof.

The Company’s common stock is scheduled to begin trading on the OTC Pink Marketplace on a split-adjusted basis when the market opens on August 5, 2025 (the “Effective Date”) under the existing ticker symbol “SPRB”. The Company’s common stock will resume trading on the Nasdaq Capital Market so long as the Company remains in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) for 20 consecutive trading days following the Effective Date, inclusive. The new CUSIP number for the common stock following the Reverse Stock Split is 85209E 208. The par value per share of the common stock will remain unchanged at $0.0001.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 22, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. As of May 30, 2025, the record date for the Annual Meeting, 42,231,285 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the two persons listed below as Class II Directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:


	Votes For	Votes Withheld	Broker Non-Votes
Percival Baretto-Ko	13,109,655	3,847,893	14,642,113
Bali Muralidhar, M.D., Ph.D.	9,371,529	7,586,019	14,642,113
Daniel Spiegelman	9,363,600	7,593,948	14,642,113

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Board of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:


Votes For	Votes Against	Abstentions
29,640,903	1,588,035	370,723

Proposal 3. Reverse Stock Split Proposal.

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company's common stock by a ratio of between one-for-fifty and one-for-one hundred, with the exact ratio to be determined by the Board in its sole discretion and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board. The final voting results are as follows:


Votes For	Votes Against	Abstentions
48,661,894	4,082,624	855,143

Item 7.01 Regulation FD Disclosure.

On July 24, 2025, the Company issued a press release announcing the effective date of the Reverse Stock Split and others matters relating thereto. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation
99.1		Press Release, dated July 24, 2025
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Spruce Biosciences, Inc.

Date: July 24, 2025	By:	/s/ Samir Gharib
		Samir Gharib
		President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

SPRUCE BIOSCIENCES, INC.

July 23, 2025

Spruce Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

The name of the corporation is “Spruce Biosciences, Inc.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on April 7, 2016 (as amended and restated on October 14, 2020, the “Certificate of Incorporation”).

Article IV, Part A of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:

“Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 210,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Effective as of 5:00 pm Eastern time, on August 4, 2025 (the “Effective Time”), each seventy-five

(75) shares of the Company’s Common Stock, par value $0.0001 per share, issued and outstanding shall automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon surrender after the Effective Time of a certificate, which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation is filed with the Secretary of State of the State of Delaware.”

The foregoing amendment to the Certificate of Incorporation was duly approved by the Board of Directors of the Corporation (the “Board”).

Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted and approved in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

[Signature Page Follows]

IN WITNESS WHEREOF, Spruce Biosciences, Inc. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on behalf by an authorized officer of the date first set forth above.

SPRUCE BIOSCIENCES, INC.

By: /s/ Javier Szwarcberg

Name: Javier Szwarcberg, M.D., MPH Title: Chief Executive Officer

Exhibit 99.1

Spruce Biosciences Announces Reverse Stock Split

Spruce’s Common Stock to Begin Trading on a Post-Split Adjusted Basis on August 5, 2025

Relisting on Nasdaq Capital Market Anticipated Following Compliance with Minimum Bid Price for 20 Consecutive Trading Days

South San Francisco, Calif. – July 24, 2025 – Spruce Biosciences, Inc. (OTCQB: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need, today announced that it will implement a 1-for-75 reverse stock split of its issued and outstanding shares of common stock ("Reverse Stock Split"), effective at 5:00 p.m. Eastern Time on August 4, 2025. The Reverse Stock Split was approved by the company's stockholders at its Annual Meeting of Stockholders held on July 22, 2025, with the final ratio, the midpoint of the range approved by stockholders, subsequently determined by the company's board of directors. The Reverse Stock Split is intended to bring the company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

The company's common stock is expected to begin trading on a split-adjusted basis when the markets open on August 5, 2025 under the company's existing trading symbol "SPRB" with the new CUSIP number 85209E208. The company’s common stock will resume trading on the Nasdaq Capital Market so long as the Company remains in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) for 20 consecutive trading days following the Effective Date, inclusive.

At the effective time of the Reverse Stock Split, every 75 shares of the company's issued and outstanding common stock will be automatically combined and converted into 1 issued and outstanding share of common stock without any change in the par value per share. The Reverse Stock Split will reduce the number of issued and outstanding shares of common stock from approximately 42.2 million shares to approximately 0.6 million shares. Proportionate adjustments will be made to reduce the number of shares of common stock issuable upon the conversion and exercise or vesting of the company’s outstanding stock options, restricted stock unit awards, warrants, to reduce the number of shares issued and issuable under the company’s equity incentive plans and to increase the conversion and exercise prices of such stock options, restricted stock unit awards and warrants.

Fractional shares will not be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will be entitled to receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's relative interest in the company's equity securities, except for any adjustments for fractional shares.

Computershare Inc. is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank's, broker's, or nominee's particular processes.

About Spruce Biosciences

Spruce Biosciences is a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need. To learn more, visit www.sprucebio.com and follow us on X, LinkedIn, Facebook and YouTube.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include expectations regarding the timing and implementation of the Reverse Stock Split and the commencement of trading of the company’s post-split common stock, the impact of the Reverse Stock Split on the company’s securityholders, including any adjustments that may result from the treatment of fractional shares, the potential for the company to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market and the expected number of shares of common stock to be issued and outstanding following the Reverse Stock Split. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipate”, “will”, “potential”, “intend”, “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Spruce’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Spruce’s business in general, the impact of geopolitical and macroeconomic events, and the other risks described in Spruce’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Spruce undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contacts

Media

Katie Beach Oltsik
Inizio Evoke Comms
(937) 232-4889
[email protected]
[email protected]

Investors

Samir Gharib
President and CFO

Spruce Biosciences, Inc.

[email protected]