Business Context and Reporting Period
This Form 8-K is filed by Spruce Biosciences, Inc. on June 9, 2025. The filing addresses the status of the Company's common stock listing following a suspension from the Nasdaq Capital Market due to non-compliance with the minimum bid price requirement.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and listing status events.
Material Changes
- Delisting and OTC Trading: On April 29, 2025, the Company's stock was suspended from Nasdaq and began trading on the OTC Pink Marketplace under the symbol "SPRB" due to failure to meet the minimum bid price requirement.
- Appeal Outcome: On June 9, 2025, the Nasdaq Hearings Panel accepted the Company's appeal. The stock is authorized to resume trading on the Nasdaq Capital Market contingent upon regaining compliance with the minimum bid price requirement by August 5, 2025.
- Jurisdiction: The Hearings Panel will maintain jurisdiction over the Company until October 20, 2025.
Guidance, Outlook, and Risks
Management Commentary and Plan: The Company is actively working to regain compliance. It plans to seek stockholder approval at the 2025 Annual Meeting on July 22, 2025, to effect a reverse stock split with a ratio between 1-for-50 and 1-for-100.
Risks and Contingencies:
- Failure to regain compliance by August 5, 2025, may result in continued delisting.
- Forward-looking statements regarding the ability to regain compliance are subject to risks, including general business risks and macroeconomic events.
- The Company must advise the Hearings Panel of any new listing deficiencies that arise before October 20, 2025.
Investor Verification Checklist
- Verify the outcome of the reverse stock split proposal at the Annual Meeting on July 22, 2025.
- Monitor the stock price to ensure compliance with the minimum bid price requirement by the August 5, 2025 deadline.
- Confirm the resumption of trading on the Nasdaq Capital Market following the compliance deadline.
- Review subsequent filings for any new listing deficiencies reported to the Hearings Panel before October 20, 2025.