12/15/2025 | Press release | Distributed by Public on 12/15/2025 18:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $104.13 | 12/11/2025 | A | 458(1) | (2) | 09/08/2030 | Common Stock | 458 | (3)(4) | 458 | D | ||||
| Stock Option (Right to Buy) | $564(1) | 12/11/2025 | D | 458(1) | (2) | 09/08/2030 | Common Stock | 458 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $104.13 | 12/11/2025 | A | 88(1) | (2) | 05/19/2031 | Common Stock | 88 | (3)(4) | 88 | D | ||||
| Stock Option (right to buy) | $1,143(1) | 12/11/2025 | D | 88(1) | (2) | 05/19/2031 | Common Stock | 88 | (3)(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $104.13 | 12/11/2025 | A | 400(1) | (2) | 05/24/2033 | Common Stock | 400 | (3)(4) | 400 | D | ||||
| Stock Option (Right to Buy) | $169.5(1) | 12/11/2025 | D | 400(1) | (2) | 05/24/2033 | Common Stock | 400 | (3)(4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SPIEGELMAN DANIEL K C/O SPRUCE BIOSCIENCES, INC. 611 GATEWAY BOULEVARD, SUITE 740 SOUTH SAN FRANCISCO, CA 94080 |
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| /s/ Samir Gharib, Attorney-in-Fact | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Effective August 4, 2025, the Issuer effected a reverse stock split (the "Reverse Split") whereby every seventy-five shares of its issued and outstanding Common Stock were automatically combined into one share of Common Stock. In connection with the Reverse Split, each stock option to purchase 75 shares of Common Stock was automatically combined into a stock option to purchase one share of Common Stock and the exercise prices of such options were multiplied by seventy-five. |
| (2) | The shares subject to the option are fully vested and exercisable. |
| (3) | The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 11, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices of $106.09 per share or greater held by employees and directors of the Issuer who remained in continuous service with the Company as of the Repricing Date. |
| (4) | Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $104.13 per share, the thirty (30)-day trailing volume-weighted average price of the Common Stock on the Nasdaq Capital Market on the Repricing Date. However, if an optionholder exercises a repriced option before the end of a retention period of one year (which period may be shorter in certain circumstances), such optionholder will be required to pay the original exercise price per share of such repriced option. No other changes were made to the repriced options in connection with the Option Repricing, including with respect to the vesting schedules, expiration dates or number of shares underlying such repriced options. |