SPRUCE BIOSCIENCES INC
For the period ended Dec 31, 2023. Filed Mar 18, 2024.
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FY2023 · Filed Mar 18, 2024
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Item 15. Exhibit and Financial Statement Schedules
a)
We have filed the following documents as part of this Annual Report:
Financial Statements
The financial statements are included in Item 8. “Financial Statements and Supplementary Data.”
Financial Statement Schedules
All schedules are omitted as information required is inapplicable or the information is presented in the financial statements and the related notes.
Exhibits
The following is a list of exhibits filed with this Annual Report incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K):
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-39594 | 3.1 | October 14, 2020 |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-39594 | 3.2 | October 14, 2020 |
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-248924 | 4.1 | October 5, 2020 |
| 4.2 | Amended and Restated Investors’ Rights Agreement, by and among the registrant and certain of its stockholders, dated February 19, 2020 | S-1 | 333-248924 | 4.2 | September 18, 2020 |
| 4.3 | Form of Warrant to Purchase Common Stock issued to Silicon Valley Bank, dated September 23, 2019 | S-1 | 333-248924 | 4.3 | September 18, 2020 |
| 4.4 | Description of Common Stock of the registrant | 10-K | 001-39594 | 4.4 | March 22, 2021 |
| 4.5 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-39594 | 4.1 | February 9, 2023 |
| 4.6 | Form of Common Stock Purchase Warrant | 8-K | 001-39594 | 4.2 | February 9, 2023 |
| 10.1+ | Spruce Biosciences, Inc. Amended and Restated 2016 Equity Incentive Plan | S-1 | 333-248924 | 10.1 | September 18, 2020 |
| 10.2+ | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Spruce Biosciences, Inc. Amended and Restated 2016 Equity Incentive Plan | S-1 | 333-248924 | 10.2 | September 18, 2020 |
| 10.3+ | Spruce Biosciences, Inc. 2020 Equity Incentive Plan | S-1/A | 333-248924 | 10.3 | October 5, 2020 |
| 10.4+ | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Spruce Biosciences, Inc. 2020 Equity Incentive Plan | S-1 | 333-248924 | 10.4 | September 18, 2020 |
| 10.5+ | Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Spruce Biosciences, Inc. 2020 Equity Incentive Plan | 10-K | 001-39594 | 10.5 | March 16, 2023 |
| 10.6+ | Spruce Biosciences, Inc. 2020 Employee Stock Purchase Plan | S-1/A | 333-248924 | 10.5 | October 5, 2020 |
| 10.7+ | Spruce Biosciences, Inc. 2020 Employee Stock Purchase Plan Offering Document | 10-K | 001-39594 | 10.6 | March 22, 2021 |
| 10.8+ | Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Inducement Grant Outside of the Spruce Biosciences, Inc. 2020 Equity Incentive Plan | 8-K | 001-39594 | 10.2 | January 5, 2022 |
| 10.9+ | Spruce Biosciences, Inc. 2020 Non-Employee Director Compensation Policy, as amended on April 6, 2022 | 10-Q | 001-39594 | 10.7 | May 11, 2022 |
| 10.10+ | Form of Indemnification Agreement by and between the registrant and its directors and executive officers | S-1 | 333-248924 | 10.7 | September 18, 2020 |
| 10.11+ | Spruce Biosciences, Inc. Severance and Change in Control Plan | S-1 | 333-248924 | 10.9 | September 18, 2020 |
| 10.12+¥ | Offer Letter, by and between the registrant and Samir Gharib, dated April 8, 2020 | S-1 | 333-248924 | 10.16 | September 18, 2020 |
| 10.13+¥ | Offer Letter, by and between the registrant and Rosh Dias, M.D., M.R.C.P., dated July 28, 2020 | S-1 | 333-248924 | 10.17 | September 18, 2020 |
| 10.14+ | Letter Agreement, by and between the registrant and Michael Grey, dated March 24, 2017 | S-1 | 333-248924 | 10.18 | September 18, 2020 |
| 10.15+ | Letter Agreement, by and between the registrant and Camilla V. Simpson, dated October 11, 2017 | S-1 | 333-248924 | 10.19 | September 18, 2020 |
| 10.16+ | Letter Agreement, by and between the registrant and Daniel Spiegelman, dated August 31, 2020 | S-1 | 333-248924 | 10.20 | September 18, 2020 |
| 10.17+ | Offer Letter, by and between the registrant and Javier Szwarcberg, M.D., MPH, dated December 29, 2021 | 8-K | 001-39594 | 10.1 | January 5, 2022 |
| 10.18+ | Amendment to Offer Letter, by and between the registrant and Javier Szwarcberg, M.D., MPH, dated April 6, 2022 | 8-K | 001-39594 | 10.1 | April 8, 2022 |
| 10.19# | License Agreement, by and between the registrant and Eli Lilly and Company, dated May 2, 2016 | S-1 | 333-248924 | 10.22 | September 18, 2020 |
| 10.20 | Loan and Security Agreement, by and between the registrant and Silicon Valley Bank, dated September 23, 2019 | S-1 | 333-248924 | 10.23 | September 18, 2020 |
| 10.21 | First Amendment to Loan and Security Agreement, by and between the registrant and Silicon Valley Bank dated March 19, 2021 | 10-K | 001-39594 | 10.19 | March 22, 2021 |
| 10.22# | Second Amendment to Loan and Security Agreement, by and between the registrant and Silicon Valley Bank dated May 10, 2022 | 10-Q | 001-39594 | 10.8 | May 11, 2022 |
| 10.23 | Open Market Sale AgreementSM, by and between the registrant and Jefferies LLC, dated February 25, 2022 | 10-K | 001-39594 | 10.22 | March 14, 2022 |
| 10.24+ | Separation and Release Agreement, dated March 11, 2022, by and between the registrant and Rosh Dias, M.D., M.R.C.P. | 10-K | 001-39594 | 10.23 | March 14, 2022 |
| 10.25+ | Offer Letter, by and between the registrant and Ralph William Charlton III, M.D., M.A.S., dated March 14, 2022 | 10-K | 001-39594 | 10.24 | March 14, 2022 |
| 10.26 | Lease Agreement, by and between the registrant and 611 Gateway Center LP, dated December 1, 2022 | 8-K | 001-39594 | 10.1 | December 2, 2022 |
| 10.27# | Collaboration and License Agreement, by and between the registrant and Kaken Pharmaceutical Co., LTD., dated January 5, 2023 | 10-K | 001-39594 | 10.27 | March 16, 2023 |
| 10.28 | Securities Purchase Agreement, dated February 8, 2023, by and among Spruce Biosciences, Inc. and the Purchasers | 8-K | 001-39594 | 10.1 | February 8, 2023 |
| 23.1 | Consent of BDO USA, P.C., independent registered public accounting firm | Filed herewith | |||
| 24.1 | Power of Attorney (see signature pages) | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||
| 32.1† | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||
| 32.2† | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||
| 97 | Incentive Compensation Recoupment Policy | Filed herewith | |||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
- Indicates management contract or compensatory plan
Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the registrant has determined that the information is the type that the registrant customarily and actually treats as private or confidential and is not material.
¥ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
† The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
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