Spruce Biosciences wins Nasdaq appeal, must meet bid price rule by August 5, 2025

The appeal and its deadline

Spruce Biosciences, Inc. (Nasdaq: SPRB) said in a Form 8-K dated June 9, 2025 and filed June 12, 2025 that a Nasdaq Hearings Panel accepted its appeal of a delisting decision. The common stock will resume trading on the Nasdaq Capital Market only if the company regains compliance with the minimum bid price requirement by August 5, 2025.

The problem began earlier. On April 22, 2025, Nasdaq's Listing Qualifications Staff notified Spruce that its ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) meant its common stock would be delisted, with trading suspended at the open on April 29, 2025. The shares were suspended from the Nasdaq Capital Market that day and began trading publicly over the counter under the existing symbol SPRB. The company's stock began trading exclusively on the OTC Pink Marketplace.

Spruce appealed to the Hearings Panel under the Nasdaq Listing Rule 5800 Series and submitted a plan to regain compliance. It met with the panel on May 29, 2025. The panel's letter of June 9, 2025 accepted the appeal. The company said it is diligently working to regain compliance, including by seeking stockholder approval at its 2025 annual meeting on July 22, 2025, for a reverse stock split with a ratio between 1-for-50 and 1-for-100.

Conditions attached to the relisting

The panel keeps jurisdiction over Spruce until October 20, 2025. If the company becomes non-compliant with any Nasdaq listing rule during that period, it must advise the panel on its plan to cure the new deficiency. The stockholder vote on the reverse split is set for July 22, 2025, before the August 5 deadline. The 8-K does not say what happens if stockholders do not approve the split at that meeting, or if the company misses the deadline after the panel's jurisdiction ends.

The cash position in the annual report

Spruce's annual report for 2024, filed April 15, 2025, shows net cash used in operating activities of $55,964 thousand in 2024, up from $33,275 thousand in 2023. The company said the $22.7 million increase includes cash paid of $10.6 million for the Allievex asset purchase, which was 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 used in 2023 was offset by the $15.0 million upfront payment under the Kaken License Agreement, received in April 2023. Financing activities provided $49.1 million in 2023, mainly net proceeds of $50.9 million from a February 2023 private placement, less $1.6 million of term loan principal payments. In 2024, financing activities used $1.6 million, consisting mainly of principal payments on a term loan. No cash came from investing activities in 2024.

Cash, cash equivalents and restricted cash fell by $57,586 thousand in 2024. At December 31, 2024, the company held $38.8 million in bank deposits and money market funds, and it had accrued $4.8 million of contingent liabilities tied to the Allievex purchase agreement that 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.

What comes next

The company has three dated steps ahead. Stockholders vote on the reverse split at the July 22, 2025 annual meeting. The bid price deadline is August 5, 2025. The panel's jurisdiction runs through October 20, 2025. The 8-K is signed by Samir Gharib, who is listed as President and Chief Financial Officer, and it describes the company's efforts to regain compliance only in general terms.

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