8-K
false000168355300016835532022-05-252022-05-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2022

 

Spruce Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-39594

81-2154263

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

2001 Junipero Serra Boulevard, Suite 640

Daly City, California

 

94014

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (415) 655-4168

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

SPRB

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 25, 2022, Spruce Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 28, 2022, the record date for the Annual Meeting, 23,492,873 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

 

Proposal 1. Election of Directors

 

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

 

 

Votes For

 

 

Votes Withheld

 

 

Broker
Non-Votes

 

 

Dina Chaya, Ph.D., C.F.A

 

 

18,896,860

 

 

306,323

 

 

 

1,988,364

 

 

Bali Muralidhar, M.D., Ph.D.

 

 

18,970,514

 

 

232,669

 

 

 

1,988,364

 

 

Daniel Spiegelman

 

 

18,963,732

 

 

239,451

 

 

 

1,988,364

 

 

 

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

21,154,128

 

37,092

 

327

 

-

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

SPRUCE BIOSCIENCES, INC.

 

 

 

 

Date: May 27, 2022

 

By:

/s/ Samir Gharib

 

 

 

Samir Gharib

 

 

 

President and Chief Financial Officer