SPRB · Spruce Biosciences, Inc.

Spruce Biosciences, Inc. executed a material definitive underwriting agreement on April 20, 2026, with leading investment banks Leerink Partners LLC, Guggenheim Securities, LLC, and Oppenheimer & Co. Inc. as representatives, launching a public offering of 1,150,000 shares of its common stock (par value $0.0001) at $50.00 per share and pre-funded warrants for 50,000 shares at $49.99 each, reflecting the share price less the nominal $0.01 exercise price. This structure accommodates investors preferring warrants to avoid ownership thresholds. Critically, the underwriters fully exercised their 30-day option on April 21, 2026, for an additional 180,000 shares, boosting total issuance to 1,330,000 shares plus warrants and elevating expected gross proceeds to $69.0 million prior to deductions. The offering leverages an effective Form S-3 shelf registration (File No. 333-291152), with closing anticipated on April 22, 2026, subject to customary conditions. Pre-funded warrants offer immediate exercisability but cap holder beneficial ownership at 4.99% (expandable to 9.99% with notice), providing flexibility. The agreement includes standard representations, indemnification, and termination provisions. Press releases (Exhibits 99.1 and 99.2) announced commencement and pricing, underscoring swift execution. Cooley LLP opined on securities' legality (Exhibit 5.1). This capital raise significantly bolsters Spruce's cash position as a late-stage biopharma developing neurological therapies, funding pipeline advancement amid high biotech valuations reflected in the $50 pricing.