Spruce Biosciences, Inc.

2001 Junipero Serra Boulevard, Suite 640

Daly City, CA 94014


February 9, 2022


Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:Chris Edwards




Spruce Biosciences, Inc.



Registration Statement on Form S-3



File No. 333-261960








Acceleration Request




Requested Date:

February 11, 2022




Requested Time:

4:00 p.m. Eastern Time


Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-261960) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on Friday, February 11, 2022, or as soon thereafter as is practicable.  

Once the Registration Statement has been declared effective, please orally confirm that event with Alexa Ekman of Cooley LLP, counsel to the registrant, at (858) 550-6183.


[Signature page follows]




Spruce Biosciences, Inc.




/s/ Javier Szwarcberg, M.D., MPH



Javier Szwarcberg, M.D., MPH



Chief Executive Officer






Samir Gharib, President and Chief Financial Officer, Spruce Biosciences, Inc.



Michael Grey, Executive Chairman, Spruce Biosciences, Inc.



Alexa Ekman, Cooley LLP



Daniel P. Eitutis, Cooley LLP