false000168355300016835532024-11-112024-11-11

 

 

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 11, 2024

 

 

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.)

 

 

 

 

 

611 Gateway Boulevard, Suite 740

 

South San Francisco, California

 

94080

(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 11, 2024, Spruce Biosciences, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2024 and providing corporate updates. 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 (the "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 11, 2024

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 12, 2024

By:

/s/ Samir Gharib

 

 

 

Samir Gharib
President and Chief Financial Officer

 

2


Exhibit 99.1

Spruce Biosciences Reports Third Quarter 2024 Financial Results and Provides Corporate Updates

Topline Data from CAHmelia-204 Study of Tildacerfont in Adult Congenital Adrenal Hyperplasia (CAH) Anticipated in December 2024

Topline Data from CAHptain-205 Study of Tildacerfont in Adult and Pediatric CAH Anticipated in December 2024

Cash Runway Through the End of 2025

South San Francisco, Calif. – November 11, 2024 – Spruce Biosciences, Inc. (Nasdaq: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for endocrine and neurological disorders with significant unmet medical need, today reported financial results for the third quarter ended September 30, 2024 and provided corporate updates.

“We remain on track to report primary efficacy and safety data plus interim data from the open-label extension of the CAHmelia-204 study of tildacerfont in adult CAH patients in December 2024. At the same time, we will also report topline dose-ranging efficacy and safety data from the CAHptain-205 study of tildacerfont in adult and pediatric CAH patients,” said Javier Szwarcberg, M.D., M.P.H., Chief Executive Officer of Spruce. “It is an honor to continue partnering with the CAH community to open a new chapter in the management of CAH. We recognize the potentially transformative impact of tildacerfont, and we have a strong sense of urgency to deliver on our commitment to CAH patients.”

 

Corporate Updates

CAHmelia-204 Study of Tildacerfont in Adult CAH: CAHmelia-204 is a Phase 2b, randomized, double-blind, placebo-controlled clinical trial to evaluate the safety and efficacy of tildacerfont in reducing supraphysiologic glucocorticoid (GC) usage, a potentially registrational endpoint, in 90 adults with classic CAH on supraphysiologic doses of GCs with normal or near normal levels of androstenedione (A4) at baseline. In the first part of the clinical trial, patients were randomized to receive 200mg of tildacerfont once-daily (QD) or placebo for 24 weeks. During the second part of the clinical trial, all patients received 200mg of tildacerfont QD for 52 weeks. Throughout the trial, tapering of GCs is guided according to a pre-specified algorithm and continue to physiologic replacement levels, as long as patients remain well controlled based on standard biomarkers and clinical assessments. The primary endpoint of this clinical trial is the absolute change in daily GC dose in hydrocortisone equivalents (HCe) from baseline through week 24.

CAHptain-205 Study of Tildacerfont in Adult and Pediatric CAH: CAHptain-205 is a Phase 2 open-label clinical trial, which utilizes a sequential nine cohort design, to evaluate the safety, efficacy, and pharmacokinetics of tildacerfont in adults and children between two and 17 years of age. Cohorts 1-3 evaluated weight-adjusted doses of tildacerfont between 50mg QD and 200mg QD in pediatric CAH patients between two and 17 years of age, and assessed changes in androgen levels over 12 weeks of treatment as well as the ability to reduce daily GC dose based on A4 normalization. Cohorts 4-9 are evaluating weight-adjusted doses of tildacerfont of 200mg twice-daily (BID) and 400mg BID in adults and children between two and 17 years of age and is assessing changes in androgen levels over four weeks of treatment. An optional open-label extension period will provide additional open-label treatment with tildacerfont to provide long-term safety data for up to two years.

 

Anticipated Upcoming Milestones

Topline results from the CAHmelia-204 clinical trial of tildacerfont 200mg QD in adult classic CAH patients on supraphysiologic doses of GCs with normal or near normal levels of A4 anticipated in December 2024
Topline results from the CAHptain-205 clinical trial of tildacerfont 200mg BID and 400mg BID adult and pediatric cohorts anticipated in December 2024
End of Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration anticipated in the first half of 2025

 

Third Quarter 2024 Financial Results

Cash and Cash Equivalents: Cash and cash equivalents as of September 30, 2024 were $60.1 million. Cash and cash equivalents are expected to allow the company to fund its current operating plan through the end of 2025.

 


 

Collaboration Revenue: Collaboration revenue was $0.6 million and $4.2 million for the three and nine months ended September 30, 2024, respectively, compared to $3.1 million and $7.2 million for the same periods in 2023. The collaboration revenue reflects the partial recognition of the $15.0 million upfront payment the company received in April 2023 in connection with the collaboration and license agreement with Kaken Pharmaceutical.
Research and Development (R&D) Expenses: R&D expenses for the three and nine months ended September 30, 2024 were $6.6 million and $25.0 million, respectively, compared to $13.5 million and $38.3 million for the same periods in 2023. The overall decrease in R&D expenses was primarily driven by the decrease in clinical development and manufacturing expenses related to the termination of the CAHmelia-203 study, completion of enrollment in the company’s CAHmelia-204 study, and completion of the Phase 2 POWER study in polycystic ovary syndrome, offset by an increase in expenses related to the ongoing CAHptain-205 study.
General and Administrative (G&A) Expenses: G&A expenses for the three and nine months ended September 30, 2024 were $3.5 million and $11.3 million, respectively, compared to $3.2 million and $9.7 million for the same periods in 2023.
Total Operating Expenses: Total operating expenses for the three and nine months ended September 30, 2024 were $10.0 million and $36.3 million, respectively, compared to $16.7 million and $48.0 million for the same periods in 2023. Operating expenses include non-cash stock-based compensation expenses of $1.1 million and $4.4 million for the three and nine months ended September 30, 2024, respectively, compared to $1.1 million and $3.4 million for the same periods in 2023.
Net Loss: Net loss for the three and nine months ended September 30, 2024 was $8.7 million and $29.5 million, respectively, compared to $12.4 million and $38.0 million for the same periods in 2023.

 

Upcoming Investor Conferences

Javier Szwarcberg, M.D., M.P.H., Chief Executive Officer, will present at the Guggenheim Securities Healthcare Innovation Conference on November 11, 2024, at 3:30 p.m. ET.

Interested parties can access the live webcast here. An archived copy of the webcast will be available on the events section of the company’s investor relations website for approximately 90 days.

 

 


 

About Spruce Biosciences

Spruce Biosciences is a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for endocrine and neurological disorders with significant unmet medical need. Spruce is developing its product candidate, tildacerfont, an oral, second-generation CRF1 receptor antagonist, for the treatment of congenital adrenal hyperplasia (CAH), polycystic ovary syndrome (PCOS) and major depressive disorder (MDD). To learn more, visit www.sprucebio.com and follow us on X, 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 design, results, conduct, progress and timing of Spruce’s clinical trials; Spruce’s expectations regarding reporting results of its clinical trials in 2024; Spruce’s plans to meet with the FDA to discuss the potential registrational path forward of tildacerfont for adult and pediatric classic CAH; and Spruce’s product candidate, strategy and regulatory matters. 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”, “continue”, “will”, “potential”, “on track”, 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, 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.

 


 

SPRUCE BIOSCIENCES, INC.

CONDENSED BALANCE SHEETS

(unaudited)

(in thousands, except share and per share amounts)

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

60,055

 

 

$

96,339

 

Prepaid expenses

 

 

2,658

 

 

 

3,876

 

Other current assets

 

 

860

 

 

 

1,968

 

Total current assets

 

 

63,573

 

 

 

102,183

 

Right-of-use assets

 

 

998

 

 

 

1,181

 

Other assets

 

 

531

 

 

 

582

 

Total assets

 

$

65,102

 

 

$

103,946

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

1,799

 

 

$

3,332

 

Accrued expenses and other current liabilities

 

 

7,740

 

 

 

14,600

 

Term loan, current portion

 

 

1,622

 

 

 

1,622

 

Deferred revenue, current portion

 

 

697

 

 

 

4,911

 

Total current liabilities

 

 

11,858

 

 

 

24,465

 

Lease liabilities, net of current portion

 

 

809

 

 

 

1,019

 

Term loan, net of current portion

 

 

524

 

 

 

1,717

 

Other liabilities

 

 

273

 

 

 

236

 

Total liabilities

 

 

13,464

 

 

 

27,437

 

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, 2024 and
   December 31, 2023

 

 

 

 

 

 

Common stock, $0.0001 par value; 200,000,000 shares authorized as of
   September 30, 2024 and December 31, 2023; 41,302,599 and
   41,029,832 shares issued and outstanding as of September 30, 2024
   and December 31, 2023, respectively

 

 

4

 

 

 

4

 

Additional paid-in capital

 

 

278,343

 

 

 

273,737

 

Accumulated deficit

 

 

(226,709

)

 

 

(197,232

)

Total stockholders’ equity

 

 

51,638

 

 

 

76,509

 

Total liabilities and stockholders’ equity

 

$

65,102

 

 

$

103,946

 

 

 


 

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,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Collaboration revenue

 

$

602

 

 

$

3,073

 

 

$

4,214

 

 

$

7,202

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

6,554

 

 

 

13,494

 

 

 

24,961

 

 

 

38,332

 

General and administrative

 

 

3,456

 

 

 

3,237

 

 

 

11,330

 

 

 

9,699

 

Total operating expenses

 

 

10,010

 

 

 

16,731

 

 

 

36,291

 

 

 

48,031

 

Loss from operations

 

 

(9,408

)

 

 

(13,658

)

 

 

(32,077

)

 

 

(40,829

)

Interest expense

 

 

(71

)

 

 

(119

)

 

 

(251

)

 

 

(377

)

Interest income and other expense, net

 

 

808

 

 

 

1,423

 

 

 

2,851

 

 

 

3,237

 

Net loss

 

 

(8,671

)

 

 

(12,354

)

 

 

(29,477

)

 

 

(37,969

)

Other comprehensive gain, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on available for sale securities

 

 

 

 

 

52

 

 

 

 

 

 

555

 

Total comprehensive loss

 

$

(8,671

)

 

$

(12,302

)

 

$

(29,477

)

 

$

(37,414

)

Net loss per share, basic and diluted

 

$

(0.21

)

 

$

(0.30

)

 

$

(0.72

)

 

$

(1.01

)

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

 

 

41,302,599

 

 

 

40,710,692

 

 

 

41,187,766

 

 

 

37,751,865

 

 

 


 

Contacts

 

Media

Katie Beach Oltsik
Inizio Evoke Comms
(937) 232-4889
Katherine.Beach@inizioevoke.com
media@sprucebio.com

 

Investors

Samir Gharib
President and CFO

Spruce Biosciences, Inc.

investors@sprucebio.com

 

 


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Document and Entity Information
Nov. 11, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Nov. 11, 2024
Entity Registrant Name Spruce Biosciences, Inc.
Entity Central Index Key 0001683553
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity File Number 001-39594
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-2154263
Entity Address, Address Line One 611 Gateway Boulevard
Entity Address, Address Line Two Suite 740
Entity Address, City or Town South San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94080
City Area Code 415
Local Phone Number 655-4168
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol SPRB
Security Exchange Name NASDAQ

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