Business Context and Reporting Period
This Form 8-K Current Report was filed by Spruce Biosciences, Inc. on December 11, 2025. The filing discloses a corporate governance event: the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The primary material change is the appointment of Keli Walbert as a Class I Director, effective immediately. Her initial term expires at the 2027 Annual Meeting of Stockholders. She has also been appointed to the Compensation Committee.
Compensation and Governance Details
- Stock Options: Ms. Walbert was granted a nonstatutory stock option to purchase 3,400 shares of common stock, vesting monthly over three years subject to continuous service.
- Cash Retainer (2025): An annual cash retainer of $40,000 for director service and $5,000 for Compensation Committee service, both pro-rated for 2025.
- Cash Retainer (2026+): Commencing January 1, 2026, the Compensation Committee retainer increases to $5,500 annually, while the director retainer remains $40,000.
- Future Equity: Starting with the 2026 Annual Meeting, she is eligible for an annual option grant of 1,700 shares, vesting upon the earlier of the first anniversary of the grant or the next annual meeting.
Investor Verification Checklist
- Verify the current share price to assess the value of the 3,400 initial option grant.
- Review the Company's Non-Employee Director Compensation Policy for any recent amendments.
- Confirm Ms. Walbert's professional background and qualifications as a director.
- Check for any related party transactions not disclosed in this specific Item 5.02 filing.