SPRUCE BIOSCIENCES, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
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Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 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.
On November 6, 2026, we entered into the Avenue Amendment and amended the Avenue Warrant and Adrenyx issued the Adrenyx Avenue Warrant, as described in Note 13, “Subsequent Events—Amendment to Avenue Loan Agreement,” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Avenue Amendment, the amendment to the Avenue Warrant, and the Adrenyx Avenue Warrant, which are filed as Exhibits 10.1, 4.1 and 4.2 to this Quarterly Report.
Separation and Distribution Agreement
On November 6, 2026, our board of directors approved a plan to separate and contribute our CRHX-101 program into Adrenyx (the “Separation”). We currently intend to distribute all of the outstanding shares of Adrenyx common stock to our stockholders on a pro rata basis (the “Distribution”), in a transaction that is intended to result in two independent public companies, although our board of directors has not yet approved the Distribution or set a record date for the Distribution.
Also on November 6, 2026, we and Adrenyx entered into a series of agreements, including a separation and distribution agreement (the “Separation Agreement”) and a transition services agreement (the “Transition Services Agreement”). Pursuant to the Separation Agreement, among other things, we contributed to Adrenyx certain assets and liabilities relating to the CRHX-101 program as part of the Separation, including assignment of the HBM License Agreement. The Separation Agreement sets forth the conditions to, and the procedures for effecting, the Distribution, subject to approval by our board of directors.
We will provide certain services to Adrenyx for a period of up to 12 months following the Distribution, subject to extension, compensated by Adrenyx as provided in the Transition Services Agreement.
The Distribution is expected to be completed in the first half of 2027, with a private placement of Adrenyx equity securities expected to be completed in connection with the Distribution, subject to the satisfaction or waiver of certain conditions, including the effectiveness of a registration statement filed by Adrenyx with the SEC, approval of the listing of Adrenyx common stock on Nasdaq, and our board of directors having declared the Distribution. Approval by our stockholders is not required as a condition to the consummation of the Distribution. The Distribution is intended to be a taxable transaction for U.S. federal income tax purposes. There can be no assurance that the Distribution will be completed on the anticipated timeline, on the anticipated terms or at all.
The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement and the Transition Services Agreement, which are filed as Exhibits 10.2 and 10.3 to this Quarterly Report.
Adrenyx Convertible Note Financing
On November 6, 2026, Adrenyx, our wholly-owned subsidiary, issued the Adrenyx Notes, as described in Note 13, “Subsequent Events—Adrenyx’s Secured Convertible Notes,” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 10.4 to this Quarterly Report.
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