Spruce Biosciences Inc美股招股说明书(2025-12-12版)

Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale from time to time of up to 735,325 shares, or the Shares, of our common stock,par value $0.0001 per share, or the common stock, by the selling stockholders named herein, together with any additional sellingstockholders listed in a prospectus supplement (together with any of such stockholders’ transferees, pledgees, donees orsuccessors), which consist of (i) 502,181 shares of our common stock held by certain of the selling stockholders and (ii) 233,144shares of our common stock issuable upon the exercise of outstanding pre-funded warrants, or the Pre-Funded Warrants, topurchase shares of our common stock held by certain of the selling stockholders. We will not receive any proceeds from the sale ofthe shares offered by this prospectus, except the exercise price of $0.01 per share of any of the Pre-Funded Warrants exercised forcash. The selling stockholders acquired the Shares and the Pre-Funded Warrants from us in a private placement transaction thatclosed on October 9, 2025, or the Private Placement. We are filing this Registration Statement on Form S-3, of which thisprospectus forms a part, to fulfill our contractual obligations with the selling stockholders to provide for the resale by the sellingstockholders of the Shares. See “Selling Stockholders” beginning on page 11 of this prospectus for more information about theselling stockholders. The registration of the Shares to which this prospectus relates does not require the selling stockholders to sellany of their Shares, including any shares of common stock issuable upon the exercise of Pre-Funded Warrants. We are not offering any shares of our common stock under this prospectus and will not receive any proceeds from the sale orother disposition of the Shares covered hereby; however, we will receive nominal proceeds from the exercise of the Pre-FundedWarrants. See “Use of Proceeds” beginning on page 10 of this prospectus. The selling stockholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time to timethrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. The selling stockholders will bear all selling commissions applicable to the sales of Shares, any transfer taxes andall fees and expenses of legal counsel for the selling stockholders, subject to certain specified exceptions. We will bear all othercosts, expenses and fees in connection with the registration of the Shares. See the section titled “Plan of Distribution” for moreinformation about how the selling stockholders may sell or dispose of their Shares. Our common stock is traded on the Nasdaq Capital Market under the symbol “SPRB.” On October 28, 2025, the last reportedsales price of our common stock was $124.51 per share. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, and as such,have elected to comply with reduced public company reporting requirements for this prospectus and the documentsincorporated by reference herein and may elect to comply with reduced public company reporting requirements in futurefilings. Investing in our securities involves a high degree of risk. Before making an investment decision, you should reviewcarefully the risks and uncertainties described under the heading “Risk Factors” on page 6 of this prospectus as well as thosecontained in the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connectionwith a specific offering, and under similar headings in the other documents that are incorporated by reference into thisprospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS ISTRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is November 26, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSELECTED FINANCIAL DATA REFLECTING REVERSE STOCK SPLITSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission,or the SEC, using a “shelf” registration process. Under this shelf registration process, the selling stockholders may from time totime sell the shares of common stock described in this prospectus in one or more offerings or otherwise as described under “Plan ofDistribution.” This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectus supplementmay also add, update or change information conta