Spruce Biosciences Inc. (NASDAQ: SPRB) announced it has commenced an underwritten public offering of common stock shares and pre-funded warrants. The late-stage biopharmaceutical company, which focuses on developing therapies for neurological disorders, is offering all securities itself.

The company expects to grant underwriters a 30-day option to purchase additional shares up to 15% of the aggregate number of shares sold in the offering at the public offering price, minus underwriting discounts and commissions. The proposed offering remains subject to market and other conditions, with no assurance regarding completion, timing, or final terms.

Leerink Partners, Guggenheim Securities, and Oppenheimer & Co. serve as joint book-running managers for the proposed offering. Jones and Craig-Hallum act as co-managers.

The securities are being offered under a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on October 29, 2025, and declared effective on November 26, 2025. The offering will be conducted through a prospectus supplement and accompanying prospectus that forms part of the registration statement.

A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and made available on the SEC's website. Copies may also be obtained from the underwriters once available.

The press release states the announcement does not constitute an offer to sell or solicitation of an offer to buy securities in jurisdictions where such activities would be unlawful prior to registration or qualification under applicable securities laws.