SPRUCE BIOSCIENCES, INC.

Private Placement Financing

On August 7, 2026, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the National MPS Society and the Cure Sanfilippo Foundation (the “Purchasers”), pursuant to which we agreed to sell and issue to the Purchasers 121,203 shares of the Company’s common stock in a private placement transaction (the “Private Placement”). The purchase price per share was $45.38. The closing of the Private Placement occurred on August 10, 2026 (the “Closing”). The total gross proceeds we received at the Closing was $5.5 million. The proceeds will be used to partially fund the Company’s planned open-label, single-arm early access program to provide TA-ERT for the treatment of MPS IIIB in children.

The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, us. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding us. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of us or any of our subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing is only a summary of the terms of the Purchase Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is attached to this report as Exhibit 10.5.

The securities described above have not been registered under the Securities Act. We relied on the exemption from the registration requirements of the Securities Act by virtue of Rule 506 of Regulation D thereunder. Each of the Purchasers has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities.

Insider Trading Arrangements

During the three months ended June 30, 2026, no director or Section 16 officer of the Company adopted, modified orterminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.