13. Subsequent Events

April 2026 Public Offering

See Note 1 “Organization and Principal Activities — April 2026 Public Offering” for further information.

Adoption of 2026 Inducement Plan

In May 2026, the Company's Board of Directors adopted the Spruce Biosciences, Inc. 2026 Inducement Plan (the “Inducement Plan”). The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4), which provides an exception to the stockholder approval requirement for the issuance of securities as an inducement material to an individual entering into employment with the Company.

The Company has reserved 75,000 shares of its common stock for issuance pursuant to awards granted under the Inducement Plan. Awards under the Inducement Plan may consist of non-qualified stock options, restricted stock units, restricted stock awards, stock appreciation rights, and other stock-based awards. In accordance with Nasdaq Listing Rule 5635(c)(4), awards under the Inducement Plan may only be made to an employee who has not previously been an employee or director of the Company, or following a bona fide period of non-employment, in each case as a material inducement to the individual's entering into employment with the Company.

In May 2026, the Company granted 7,000 restricted stock units under the Inducement Plan to two newly hired employees, effective as of the day following the filing of a registration statement on Form S-8 covering the shares issuable thereunder. The restricted stock units vest over four years in equal annual installments. The awards have a contractual term of 10 years.

The Company will recognize stock-based compensation expense related to awards granted under the Inducement Plan over the requisite service period in accordance with ASC 718, Compensation — Stock Compensation.