aibioSpruce Biosciences wins Nasdaq panel appeal, with bid price deadline of August 5, 2025
Tickers SPRB
A Nasdaq panel accepted Spruce Biosciences' appeal, but the stock returns to the Capital Market only if it meets the minimum bid price by August 5, 2025. Trading had been suspended on April 29, 2025, and the 10-K carries a going-concern warning.
Key facts
- Company
- Spruce Biosciences, Inc. (NASDAQ: SPRB)
- News type
- Listings
- Primary source
- SPRUCE BIOSCIENCES, INC. Form 8-K filed June 12, 2025 (SEC EDGAR)
Spruce Biosciences, Inc. (Nasdaq: SPRB) says a Nasdaq Hearings Panel accepted its appeal of a delisting determination. Its shares can return to the Nasdaq Capital Market only if the company meets the minimum bid price requirement by August 5, 2025. The company disclosed the June 9, 2025 panel letter in a Form 8-K filed June 12, 2025. The stock has traded over the counter since April 29, 2025.
How the stock was suspended
On April 22, 2025, Spruce received a written notice from the Listing Qualifications Staff of The Nasdaq Stock Market. The notice said the company's continuing failure to meet 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. Trading on the Nasdaq Capital Market stopped that day. The stock began trading over the counter under the existing symbol "SPRB."
Spruce appealed to the Hearings Panel under the Nasdaq Listing Rule 5800 Series and submitted a plan to regain compliance. It met the panel on May 29, 2025 to discuss the plan. On June 9, 2025 the panel wrote that the appeal was accepted. The panel will keep jurisdiction over Spruce until October 20, 2025. If the company falls out of compliance with another Nasdaq rule in that period, it must tell the panel how it will cure the problem.
The reverse split
The company's compliance plan depends on a reverse stock split. Spruce is asking stockholders at its 2025 Annual Meeting of Stockholders, to be held July 22, 2025, to approve a split in a ratio between and including 1-for-50 and 1-for-100. A reverse split reduces the number of shares and raises the price per share. The filing does not give the stock price on the date of the notice.
Losses and cash
The company's annual report on Form 10-K, filed April 15, 2025, says there is substantial doubt about its ability to continue as a going concern. It reports a net loss of $53.0 million for 2024 and cash used in operations of $56.0 million. It had an accumulated deficit of $250.3 million and cash and cash equivalents of $38.8 million as of December 31, 2024.
The 10-K says it does not have sufficient working capital to fund planned operations for the next twelve months. It says a private placement brought net proceeds of $50.9 million in 2023, and that the company received a $15.0 million upfront payment under its Kaken License Agreement in April 2023. The company's own statements in the 10-K warn that changing circumstances may cause it to use capital faster than expected.
The 8-K was signed by Samir Gharib, President and Chief Financial Officer. The Nasdaq Stock Market LLC issued the delisting notice, and its Hearings Panel heard the appeal.
The pipeline and the deadlines
The 10-K says Spruce intends to submit a BLA for TA-ERT for the treatment of MPSIIIB in the first half of 2026. It also says a placebo-controlled Phase 3 trial must be initiated before a potential accelerated approval of TA-ERT. Its other candidates include tildacerfont.
Spruce faces three dates in a short window: the stockholder vote on July 22, 2025, the bid price test on August 5, 2025, and the end of the panel's jurisdiction on October 20, 2025.