Material Event (Form 8-K)

Item 8.01. Other Events.

As previously reported, on April 22, 2025, Spruce Biosciences, Inc. (the "Company") received a written notification (the "Delisting Notice") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that as a result of its ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"), the Company's common stock would be delisted from Nasdaq and trading in the Company's stock would be suspended at the open of trading on April 29, 2025. The Company's securities were subsequently suspended from trading on the Nasdaq Capital Market on April 29, 2025. As a result of the suspension in trading, the Company's common stock began trading publicly on the over-the-counter market on April 29, 2025, under its existing symbol "SPRB".

The Company appealed Nasdaq's determination to its Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series and submitted a plan to regain compliance with the Minimum Bid Price Requirement (the "Compliance Plan") to that effect to the Hearings Panel as part of the hearing process. On May 29, 2025, the Company met with the Hearings Panel to discuss the Compliance Plan. On June 9, 2025, the Company received a letter from the Hearings Panel stating that the Company's appeal was accepted, and that the Company's common stock will resume trading on the Nasdaq Capital Market so long as the Company regains compliance with the Minimum Bid Price Requirement by August 5, 2025. The Hearings Panel will maintain jurisdiction over the Company until October 20, 2025, and should the Company become non-compliant with any Nasdaq Listing Rule during that period, it will be required to advise the Hearings Panel on its plan to cure such listing deficiency.

The Company is diligently working to regain compliance with the Minimum Bid Price Requirement, including by seeking stockholder approval, at the Company's upcoming 2025 Annual Meeting of Stockholders on July 22, 2025, to effect a reverse stock split of the Company's common stock with a ratio in the range between and including 1-for-50 and 1-for-100.

The information in this Item 8.01 of Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the registrant under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.