8-K
0001683553false00016835532022-11-102022-11-10

 

 

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): November 10, 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 2.02 Results of Operations and Financial Condition.

On November 10, 2022, Spruce Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022 and provided a corporate update. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

All of the information furnished in this Item 2.02 and Item 9.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

 

 

Description

 

 

 

99.1

 

Press Release of Spruce Biosciences, Inc., dated November 10, 2022

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1


 

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:

November 10, 2022

By:

/s/ Samir Gharib

 

 

 

Samir Gharib
President and Chief Financial Officer

 

2


EX-99.1

Exhibit 99.1

 

Spruce Biosciences Reports Third Quarter 2022 Financial Results and Provides Corporate Updates

 

CAHmelia-203 Approaching 50% Enrollment; CAHmelia-204 Recently Surpassed 25% Enrollment

 

Appointment of Saba Sile, M.D., as Vice President of Clinical Development

 

San Francisco, Calif. – November 10, 2022 – Spruce Biosciences, Inc. (Nasdaq: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need, today reported financial results for the third quarter ended September 30, 2022 and provided corporate updates.

 

“The third quarter of 2022 was one of continuous execution and momentum on multiple fronts. We were pleased to have recently surpassed 25% enrollment in our CAHmelia-204 study and are approaching 50% enrollment in our CAHmelia-203 study,” said Javier Szwarcberg, M.D., M.P.H., Chief Executive Officer of Spruce Biosciences. “As we continue to advance our late-stage clinical pipeline of therapies for rare endocrine disorders, I am excited to welcome Dr. Saba Sile as our Vice President of Clinical Development. With her extensive background in directing clinical development across multiple rare disease programs, Dr. Sile will play a key role in delivering on the full potential of tildacerfont to bring therapeutic benefit to patients with congenital adrenal hyperplasia (CAH) and other endocrine disorders.”

 

Recent Corporate Update

 

Appointment of Saba Sile, M.D., as Vice President of Clinical Development: As Vice President of Clinical Development, Dr. Sile will report to Dr. Will Charlton, Chief Medical Officer, and lead global clinical development of tildacerfont. Dr. Sile is a seasoned clinical research and development physician with nearly two decades of experience directing and leading clinical development programs that span across multiple therapeutic areas, including cardiovascular, immunology, and rare disease programs. Dr. Sile joins Spruce from Horizon Therapeutics, where she served as Executive Medical Director of Clinical Development. Prior to Horizon, she held roles of increasing responsibility at Raptor Pharmaceuticals, Gilead Sciences, and BioMarin Pharmaceutical. She earned an M.D. from the University of Pittsburgh School of Medicine and completed Genetics and Nephrology fellowships at Vanderbilt University.

 

Anticipated Upcoming Milestones

 

Topline results from the Phase 2 proof-of-concept clinical trial in polycystic ovary syndrome (PCOS) in the first half of 2023

 

Topline safety results from cohort 1 of the Phase 2 pediatric classic CAH clinical trial in the first half of 2023

 

Topline results from the CAHmelia-203 clinical trial in adult classic CAH patients with elevated levels of androstenedione (A4) in the second half of 2023

 

Topline results from the CAHmelia-204 clinical trial in adult classic CAH patients on supraphysiologic doses of glucocorticoids with normal or near normal levels of A4 in the second half of 2024


Third Quarter 2022 Financial Results

 

Cash, Cash Equivalents and Investments: Cash, cash equivalents and short-term investments as of September 30, 2022, were $90.4 million.

 

Research and Development (R&D) Expenses: R&D expenses for the three and nine months ended September 30, 2022, were $8.8 million and $26.4 million, respectively, compared to $8.6 million and $24.4 million, respectively, for the same periods in 2021. The overall increase in R&D expenses was primarily related to progressing clinical development of tildacerfont in adult classic CAH and the initiation of clinical programs in

 


 

pediatric classic CAH and polycystic ovary syndrome.
 
General and Administrative (G&A) Expenses: G&A expenses for the three and nine months ended September 30, 2022, were $2.8 million and $8.8 million, respectively, compared to $2.8 million and $8.5 million, respectively, for the same periods in 2021.
 
Total Operating Expenses: Total operating expenses for the three and nine months ended September 30, 2022, were $11.6 million and $35.2 million, respectively, compared to $11.4 million and $32.9 million, respectively, for the same periods in 2021. Stock-based compensation expense for the three and nine months ended September 30, 2022, was $0.8 million and $2.8 million, respectively, compared to $1.0 million and $3.2 million, respectively, for the same periods in 2021. When excluding depreciation and stock-based compensation expenses, total non-GAAP operating expenses for the three and nine months ended September 30, 2022, were $10.8 million and $32.3 million, respectively, compared to $10.4 million and $29.8 million for the same periods in 2021.
 
Net Loss: Net loss for the three and nine months ended September 30, 2022 was $11.4 million and $35.0 million, respectively, compared to $11.4 million and $33.1 million, respectively, for the same periods in 2021.

 

About Spruce Biosciences


Spruce Biosciences is a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need. Spruce is initially developing its wholly-owned product candidate, tildacerfont, as the potential first non-steroidal therapy for patients suffering from classic congenital adrenal hyperplasia (CAH). Classic CAH is a serious and life-threatening disease with no known novel therapies approved in approximately 50 years. Spruce is also developing tildacerfont for women suffering from polycystic ovary syndrome (PCOS) with primary adrenal androgen excess. To learn more, visit www.sprucebiosciences.com and follow us on Twitter @Spruce_Bio
, LinkedIn, Facebook and YouTube.


Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the enrollment, results, conduct, progress and timing of Spruce’s clinical trials; the receipt of topline data from the same; and Dr. Sile’s role as Vice President of Clinical Development. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipate”, “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Spruce’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Spruce’s business in general, the impact of geopolitical and macroeconomic events, including the COVID-19 pandemic, and the other risks described in Spruce’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Spruce undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
 

Use of Non-GAAP Financial Measure


This release and the reconciliation tables included herein include non-GAAP total operating expenses, which excludes depreciation and stock-based compensation expenses. Spruce excludes depreciation and stock-based compensation expenses because management believes the exclusion of these items is helpful to investors to evaluate Spruce's recurring operational performance. Spruce management uses this non-GAAP financial measure to monitor and evaluate its operating results and trends on an on-going basis, and internally for operating, budgeting and financial planning purposes. This non-GAAP financial measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.

 

 


 

SPRUCE BIOSCIENCES, INC.

CONDENSED BALANCE SHEETS

(unaudited)

(in thousands, except share and per share amounts)

 

 

 

September 30,
2022

 

 

December 31,
2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,649

 

 

$

42,748

 

Short-term investments

 

 

68,751

 

 

 

46,221

 

Prepaid expenses and other current assets

 

 

2,786

 

 

 

2,926

 

Total current assets

 

 

93,186

 

 

 

91,895

 

Restricted cash

 

 

216

 

 

 

216

 

Operating lease right-of-use assets

 

 

1,229

 

 

 

1,479

 

Long-term investments

 

 

 

 

 

32,459

 

Other assets

 

 

667

 

 

 

437

 

Total assets

 

$

95,298

 

 

$

126,486

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,181

 

 

$

2,823

 

Term loan, current portion

 

 

1,216

 

 

 

 

Accrued expenses and other current liabilities

 

 

8,604

 

 

 

6,048

 

Total current liabilities

 

 

12,001

 

 

 

8,871

 

Term loan, net of current portion

 

 

3,685

 

 

 

4,878

 

Operating lease liability, net of current portion

 

 

998

 

 

 

1,293

 

Other liabilities

 

 

139

 

 

 

73

 

Total liabilities

 

 

16,823

 

 

 

15,115

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized
   and no shares issued or outstanding as of September 30, 2022 and
   December 31, 2021

 

 

 

 

 

 

Common stock, $0.0001 par value, 200,000,000 shares authorized as
   of September 30, 2022 and December 31, 2021; 23,560,250 and
   23,491,881 shares issued and outstanding as of September 30, 2022
   and December 31, 2021, respectively

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

217,514

 

 

 

214,685

 

Accumulated other comprehensive loss

 

 

(873

)

 

 

(184

)

Accumulated deficit

 

 

(138,169

)

 

 

(103,133

)

Total stockholders’ equity

 

 

78,475

 

 

 

111,371

 

Total liabilities and stockholders’ equity

 

$

95,298

 

 

$

126,486

 

 

 


 

SPRUCE BIOSCIENCES, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

8,791

 

 

$

8,607

 

 

$

26,359

 

 

$

24,440

 

General and administrative

 

 

2,766

 

 

 

2,793

 

 

 

8,814

 

 

 

8,491

 

Total operating expenses

 

 

11,557

 

 

 

11,400

 

 

 

35,173

 

 

 

32,931

 

Loss from operations

 

 

(11,557

)

 

 

(11,400

)

 

 

(35,173

)

 

 

(32,931

)

Interest expense

 

 

(110

)

 

 

(88

)

 

 

(291

)

 

 

(257

)

Interest and other income, net

 

 

266

 

 

 

41

 

 

 

428

 

 

 

80

 

Net loss

 

$

(11,401

)

 

$

(11,447

)

 

$

(35,036

)

 

$

(33,108

)

Unrealized (loss) gain on available for sale
   securities

 

 

(28

)

 

 

13

 

 

 

(689

)

 

 

(16

)

Comprehensive loss

 

$

(11,429

)

 

$

(11,434

)

 

$

(35,725

)

 

$

(33,124

)

Net loss per share, basic and diluted

 

$

(0.48

)

 

$

(0.49

)

 

$

(1.49

)

 

$

(1.42

)

Weighted-average shares of common stock
   outstanding, basic and diluted

 

 

23,560,250

 

 

 

23,367,140

 

 

 

23,515,651

 

 

 

23,330,399

 

 

 


 

SPRUCE BIOSCIENCES, INC.

Reconciliation of Total Operating Expenses to Total Non-GAAP Operating Expenses

(unaudited)

(in thousands)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$

11,557

 

 

$

11,400

 

 

$

35,173

 

 

$

32,931

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

10

 

 

 

5

 

 

 

27

 

 

 

14

 

Stock-based compensation

 

 

783

 

 

 

1,031

 

 

 

2,829

 

 

 

3,161

 

Total non-GAAP operating expenses

 

$

10,764

 

 

$

10,364

 

 

$

32,317

 

 

$

29,756

 

 

 

 


 

Media Contact

Will Zasadny
Canale Communications
(619) 961-8848
will.zasadny@canalecomm.com
media@sprucebiosciences.com

 

Investors

Xuan Yang
Solebury Strategic Communications
(415) 971-9412
xyang@soleburystrat.com
investors@sprucebiosciences.com