SPRUCE BIOSCIENCES, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Item 6. Exhibits
| ExhibitNumber | 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 | First Amendment to Warrant to Purchase Shares of Common Stock | Filed herewith | |||
| 4.2 | Warrant to Purchase Shares of Common Stock of Adrenyx Biosciences, Inc. | Filed herewith | |||
| 10.1* | Consent and First Amendment to Loan Documents, dated November 6, 2026, by and among the Company, Avenue Capital Management II, L.P., as administrative agent and collateral agent, and Avenue Venture Opportunities Fund II, L.P., as lender | Filed herewith | |||
| 10.2* | Separation and Distribution Agreement, dated November 6, 2026, by and between the Company and Adrenyx Biosciences, Inc. | Filed herewith | |||
| 10.3* | Transition Services Agreement, dated November 6, 2026, by and between the Company and Adrenyx Biosciences, Inc. | Filed herewith | |||
| 10.4* | Secured Convertible Note Purchase Agreement, dated November 6, 2026 | Filed herewith | |||
| 10.5 | Offer Letter, by and between Spruce Biosciences, Inc. and Adrian Quartel, effective July 27, 2026 | 10-Q | 001-39594 | 10.4 | August 12, 2026 |
| 10.6 | Form of Stock Purchase Agreement, dated August 7, 2026 by and among the Company and the Purchasers | 10-Q | 001-39594 | 10.5 | August 12, 2026 |
| 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 amended, 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 amended, 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 | |||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document | Filed herewith | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith | |||
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (including this Quarterly Report on Form 10-Q), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
- 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.
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