SPRUCE BIOSCIENCES, INC.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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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 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation | 8-K | 001-39594 | 3.1 | July 24, 2025 |
| 3.3 | 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 | Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock | 8-K | 001-39594 | 3.1 | May 29, 2025 |
| 4.3 | Description of Common Stock of the registrant | 10-K | 001-39594 | 4.4 | March 22, 2021 |
| 4.4 | Form of 2023 Common Stock Purchase Warrant | 8-K | 001-39594 | 4.2 | February 9, 2023 |
| 4.5 | Form of 2025 Pre-Funded Warrant to Purchase Common Stock | 10-K | 001-39594 | 4.7 | April 15, 2025 |
| 4.6 | Form of Amended 2025 Pre-Funded Warrant to Purchase Common Stock | 10-Q | 001-39594 | 4.2 | August 14, 2025 |
| 4.7 | Form of Amended and Restated 2025 Pre-Funded Warrant to Purchase Common Stock | Filed herewith | |||
| 4.8 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-39594 | 4.1 | October 8, 2025 |
| 4.9 | Form of 2026 Warrant to Purchase Common Stock | Filed herewith | |||
| 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 December 11, 2025 | Filed herewith | |||
| 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+ | Letter Agreement, by and between the registrant and Michael Grey, dated March 24, 2017 | S-1 | 333-248924 | 10.18 | September 18, 2020 |
| 10.14+ | Letter Agreement, by and between the registrant and Camilla V. Simpson, dated October 11, 2017 | S-1 | 333-248924 | 10.19 | September 18, 2020 |
| 10.15+ | Letter Agreement, by and between the registrant and Daniel Spiegelman, dated August 31, 2020 | S-1 | 333-248924 | 10.20 | September 18, 2020 |
| 10.16+ | 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 |
| 10.17+ | 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 |
| 10.18# | 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 |
| 10.19 | 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 |
| 10.20# | 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 |
| 10.21 | Securities Purchase Agreement, dated February 8, 2023, by and among the registrant and the Purchasers | 8-K | 001-39594 | 10.1 | February 8, 2023 |
| 10.22# | Exclusive License Agreement, dated October 22, 2019, by and between BioMarin Pharmaceutical Inc. and Allievex Corp. | 10-K | 001-39594 | 10.27 | April 15, 2025 |
| 10.23# | Collaboration and License Agreement, dated January 15, 2025, by and between the registrant and HBM Alpha Therapeutics, Inc. | 10-K | 001-39594 | 10.28 | April 15, 2025 |
| 10.24 | Form of Securities Purchase Agreement, dated October 7, 2025, by and among the registrant and the Purchasers | 8-K | 001-39594 | 10.1 | October 8, 2025 |
| 10.25 | Purchase Agreement, dated May 28, 2025, by and between the registrant and the purchaser named therein | 8-K | 001-39594 | 10.1 | May 29, 2025 |
| 10.26 | Loan and Security Agreement, dated January 7, 2026, by and between the registrant, Avenue Capital Management II, L.P. and Avenue Venture Opportunities Fund II, L.P. | 8-K | 001-39594 | 10.1 | January 8, 2026 |
| 10.27 | Supplement to the Loan and Security Agreement, dated January 7, 2026, by and between the registrant, Avenue Capital Management II, L.P. and Avenue Venture Opportunities Fund II, L.P. | 8-K | 001-39594 | 10.2 | January 8, 2026 |
| 19.1 | Insider Trading Policy | 10-K | 001-39594 | 19.1 | April 15, 2025 |
| 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 | 10-K | 001-39594 | 97 | March 18, 2024 |
| 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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