Spruce Biosciences Announces Conditional Nasdaq Approval to Resume Trading on the Nasdaq Capital Market

Spruce Biosciences, Inc. (OTC: SPRB) (“Spruce”), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need, announced that it has received approval from The Nasdaq Stock Market LLC (“Nasdaq”) to resume trading of its common stock on the Nasdaq Capital Market subject to Spruce regaining compliance with Nasdaq’s minimum bid price requirement on or before August 5, 2025.

“We are pleased by Nasdaq’s decision to lift its trading suspension and resume trading of our common stock on or before August 5, 2025, subject to our compliance with the minimum bid price requirement,” said Samir Gharib, President and Chief Financial Officer of Spruce. “We are diligently working to regain compliance with the minimum bid price requirement by seeking stockholder approval to effect a reverse stock split of our common stock at our upcoming 2025 Annual Meeting of Stockholders. We strongly encourage all stockholders entitled to vote at the 2025 Annual Meeting of Stockholders to vote in favor of the reverse stock split proposal (Proposal No. 3).”

The Board of Directors of Spruce believes that the approval of Proposal No. 3 regarding the reverse stock split is in the best interests of Spruce and its stockholders for the following reasons:

• regaining compliance with Nasdaq’s minimum bid price requirement ensures that the company’s common stock can resume trading on the Nasdaq Capital Market;
• a higher stock price may generate investor interest in the company, enable potential future financing activity and help the company attract and retain employees;
• some institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential purchasers of the company’s common stock;
• brokerage firms may be reluctant to recommend lower-priced securities to their clients and investors may be discouraged from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks; and
• since analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks, many investment funds are reluctant to invest in lower priced stocks.

Spruce encourages all stockholders of record on May 30, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on July 21, 2025.