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Get filing alertsSpruce Biosciences raises $69M through public offering at $50/share
Filed April 22, 2026 · Period ending April 20, 2026 · ~1 min read
Key Changes
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Company sold 1.15M common shares at $50/share plus 50K pre-funded warrants at $49.99/share; underwriters exercised full overallotment option for 180K additional shares, bringing gross proceeds to ~$69M before fees.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Pre-funded warrants are immediately exercisable at $0.01/share with ownership caps at 4.99% (adjustable to 9.99% with 61 days' notice) to prevent concentration.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Item 8.01 — Other Events verify on EDGAR →
Summary
Spruce Biosciences completed a $69 million public offering on April 20, 2026, selling 1.15 million common shares at $50 per share and 50,000 pre-funded warrants at $49.99 per share. The underwriters exercised their full overallotment option to purchase an additional 180,000 shares, bringing total gross proceeds to approximately $69 million before underwriting fees and expenses. The offering closed April 22, 2026.
For existing shareholders, this represents immediate dilution of approximately 1.38 million shares (1.2 million base offering plus 180,000 overallotment). The pre-funded warrants, exercisable immediately at $0.01 per share, function economically as common stock with ownership caps to prevent any single holder from exceeding 4.99% beneficial ownership without advance notice.
The capital raised will fund the company's late-stage neurological disorder programs, though the filing does not specify allocation details.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Spruce Biosciences announced commencement and pricing of a public offering on April 20, 2026.
Added in current filing · verify on EDGAR →
On April 20, 2026, the Company issued a press release announcing the commencement of the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Spruce Biosciences announced the commencement of a public offering on April 20, 2026. The specific terms, size, and structure of the offering are detailed in the press release filed as Exhibit 99.1, which is not included in the 8-K body text.
Added in current filing · verify on EDGAR →
On April 20, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The company announced pricing for the public offering on the same day it commenced. The pricing details are contained in Exhibit 99.2. Public offerings typically result in dilution to existing shareholders, making the pricing terms material to investors.
Event · Exhibit 99.1
Spruce Biosciences announced an underwritten public offering of common stock and pre-funded warrants to raise capital.
Added in current filing · view on EDGAR →
Spruce Biosciences, Inc. (“Spruce Biosciences”) (NASDAQ: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need, today announced that it has commenced an underwritten public offering of shares of its common stock or pre-funded warrants to purchase shares of its common stock in lieu thereof. All of the securities are being offered by Spruce Biosciences. In addition, Spruce Biosciences expects to grant the underwriters a 30-day option to purchase additional shares of its common stock in an amount of up to 15% of the aggregate number of shares sold in the offering at the public offering price, less underwriting discounts and commissions.
Spruce Biosciences commenced an underwritten public offering of common stock and pre-funded warrants. The company is selling all securities and has granted underwriters a 30-day option to purchase up to 15% additional shares. The offering is subject to market conditions with no assurance of completion.
Added in current filing · view on EDGAR →
Leerink Partners, Guggenheim Securities, and Oppenheimer & Co. are acting as joint book-running managers and Jones and Craig-Hallum are acting as co-managers for the proposed offering.
The shares of common stock and pre-funded warrants are being offered by Spruce Biosciences pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2025 and subsequently declared effective by the SEC on November 26, 2025.
The offering is being managed by Leerink Partners, Guggenheim Securities, and Oppenheimer as joint book-runners, with Jones and Craig-Hallum as co-managers. The securities are being offered under a shelf registration statement filed October 29, 2025 and declared effective November 26, 2025.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
Spruce Biosciences, Inc. (“Spruce Biosciences”) (Nasdaq: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need, today announced the pricing of its previously announced underwritten public offering of 1,150,000 shares of its common stock at a price to the public of $50.00 per share and, in lieu of shares of common stock to a certain investor, pre-funded warrants to purchase 50,000 shares of common stock at a purchase price of $49.99 per share, which equals the public offering price per share of the common stock less the $0.01 exercise price per share of each pre-funded warrant.
The company priced an underwritten public offering of 1.15 million common shares at $50 per share, plus 50,000 pre-funded warrants at $49.99 per share (reflecting a $0.01 exercise price). The offering structure allows one investor to acquire shares via warrants rather than direct equity.
Added in current filing · view on EDGAR →
The gross proceeds to Spruce Biosciences from the offering are expected to be $60 million, before deducting underwriting discounts and commissions and other offering expenses payable by Spruce Biosciences.
The company expects to raise $60 million in gross proceeds before fees and expenses. This capital will dilute existing shareholders but provides funding for the company's late-stage neurological disorder programs.
Added in current filing · verify on EDGAR →
The offering is expected to close on April 22, 2026, subject to the satisfaction of customary closing conditions.
The offering is scheduled to close on April 22, 2026, pending standard closing conditions. This is two days after the pricing announcement.
Added in current filing · view on EDGAR →
In addition, Spruce Biosciences has granted the underwriters a 30-day option to purchase up to an additional 180,000 shares of common stock.
The underwriters have a 30-day greenshoe option to purchase up to 180,000 additional shares. If fully exercised, this would increase gross proceeds by $9 million and total shares issued to 1.33 million.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Leerink Partners, Guggenheim Securities, and Oppenheimer & Co. are acting as joint book-running managers and Jones and Craig-Hallum are acting as co-managers for the offering.
The offering is led by three joint book-running managers (Leerink Partners, Guggenheim Securities, Oppenheimer) with two co-managers (Jones, Craig-Hallum). This syndicate structure is typical for a $60 million biotech offering.
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