SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O SPRUCE BIOSCIENCES, INC. |
| 2001 JUNIPERO SERRA BOULEVARD, SUITE 640 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
03/28/2022
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3. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC.
[ SPRB ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Medical Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| No securities beneficially owned |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
|
/s/ Samir Gharib, Attorney-in-Fact |
04/01/2022 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and
appoints Javier B. Szwarcberg and Samir Gharib of Spruce Biosciences, Inc., and
each of Sam Miller, Chu Lee and Paul Little of Cooley LLP, signing individually,
the undersigned's true and lawful attorneys-in-fact and agents to:
1. prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or
any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or more than 10% stockholder of
Spruce Biosciences, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of
1934,
as amended, and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Forms 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock
exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney in
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact, who is employed by the Company as of the date of this Power of
Attorney, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of March 2022.
/s/ Ralph William Charlton, III
-------------------------------------------------
RALPH WILLIAM CHARLTON, III
