aibioSpruce Biosciences agrees to $50.0 million private placement at $68.00 a share
Tickers SPRB
Institutional investors are buying 502,181 shares at $68.00 and pre-funded warrants for 233,144 more, for expected gross proceeds of about $50.0 million. The 8-K contains no clinical data for tralesinidase alfa, the program Spruce plans to file in the first quarter of 2026.
Key facts
- Company
- Spruce Biosciences, Inc. (NASDAQ: SPRB)
- News type
- Financings
- Primary source
- Spruce Biosciences, Inc. 8-K (2025-10-08)
The terms of the sale
Spruce Biosciences, Inc. (Nasdaq: SPRB) entered into a securities purchase agreement on October 7, 2025 with what the 8-K calls certain institutional investors. The company agreed to sell 502,181 shares of common stock at $68.00 per share, and pre-funded warrants to buy up to 233,144 shares of common stock. Each pre-funded warrant is priced at $67.99, the share price less the $0.01 exercise price.
The company expects total gross proceeds of approximately $50.0 million at closing. Closing was expected on or about October 9, 2025, subject to customary closing conditions. The 8-K does not name any of the institutional investors, and it does not say how the company plans to use the proceeds.
The pre-funded warrants can be exercised at $0.01 a share for five years after issuance. A holder may not exercise any portion of a warrant if that would leave it owning more than 9.99% of the outstanding common stock, or 4.99% if the holder chose that limit at issuance. The holder may raise the limit to as much as 19.99% on 61 days' notice to the company.
Placement agents and fees
Leerink Partners, Citizens Capital Markets and H.C. Wainwright & Co. are acting as placement agents for the private placement. Oppenheimer & Co. is acting as capital markets advisor. The 8-K defines all four firms collectively as the Placement Agents. Together they are entitled to a combined fee of approximately 6.0% of the aggregate gross proceeds from the securities sold at closing, plus reimbursement of certain expenses. The filing does not say how that fee is divided among the firms, and it names no legal counsel for the company or the placement agents.
Registration and the planned filing
The securities are being sold without registration under the Securities Act of 1933. The company relied on Rule 506 of Regulation D, and each purchaser represented that it is an accredited investor buying for investment and not for resale. Spruce agreed to prepare and file one or more resale registration statements with the SEC within 20 days after closing, and to have them declared effective within a specified period after that deadline. Cash penalties apply if registration fails, as described in the purchase agreement. The 8-K does not give the amount of those penalties.
The 8-K also says the company intends to advance tralesinidase alfa enzyme replacement therapy (TA-ERT) for Sanfilippo Syndrome Type B, also called MPS IIIB, through a biologics license application submission in the first quarter of 2026. It names a potential U.S. commercial launch in late 2026. The filing contains no clinical data for TA-ERT.
The cash position behind the raise
The 8-K does not state the company's cash balance at the time of the offering. The cash figures below come from the company's annual report for 2024, filed April 15, 2025. In that report, net cash used in operating activities was $55,964 thousand in 2024, against $33,275 thousand in 2023. The company said the $22.7 million increase reflects cash paid of $10.6 million for the Allievex asset purchase, offset by lower payments after the termination of the CAHmelia-203 study and the completion of the CAHmelia-204, CAHmelia-205 and POWER studies.
Cash, cash equivalents and restricted cash fell by $57,586 thousand during 2024. At December 31, 2024, the company's cash and cash equivalents consisted of $38.8 million in bank deposits and money market funds. Financing activities used $1.6 million in 2024, mainly for principal payments on a term loan. The company had also accrued $4.8 million of contingent liabilities tied to the Allievex purchase agreement, which it considered both probable and estimable.
The annual report describes Spruce as one operating segment, developing and commercializing novel therapies for serious neurological disorders with significant unmet medical need. Operating cash use in 2024 of $55,964 thousand was larger than the $38.8 million held at year end, and the 8-K does not say what cash the company expected to hold after the closing.