Spruce Biosciences Files 8-K for Material Agreement

TL;DR

SPRB filed an 8-K on 6/13 for a material definitive agreement - details to come.

AI Summary

On June 13, 2024, Spruce Biosciences, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. This filing pertains to Spruce Biosciences, Inc., a Delaware-incorporated company focused on pharmaceutical preparations.

Why It Matters

This 8-K filing indicates a significant development for Spruce Biosciences, Inc., potentially involving a new partnership, acquisition, or financing that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks, and the lack of specific details in this initial filing warrants a medium risk assessment.

Key Players & Entities

• Spruce Biosciences, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2834 (sic_code) — Standard Industrial Classification for Pharmaceutical Preparations
• 611 Gateway Boulevard, Suite 740 (address) — Principal executive offices
• South San Francisco, California (location) — Principal executive offices location
• 94080 (zip_code) — Principal executive offices zip code
• (415) 655-4168 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SPRB Nasdaq Global Select
• $10.0 m — Transferred Assets from the Seller for $10.0 million, subject to certain adjustments p
• $0.3 million — ithout limitation, a termination fee of $0.3 million payable to the Company, and the right t
• $35.0 million — on of a purchase price in the amount of $35.0 million less a credit in the amount of $0.3 mil
• $34.7 m — n a net purchase price in the amount of $34.7 million, plus the assumption of specified

Filing Documents

• sprb-20240613.htm (8-K) — 53KB
• 0000950170-24-074990.txt ( ) — 178KB
• sprb-20240613.xsd (EX-101.SCH) — 31KB
• sprb-20240613_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, Spruce Biosciences, Inc. (the "Company") entered into a "stalking horse" asset purchase agreement (the "Asset Purchase Agreement"), pursuant to which the Company agreed to acquire substantially all of the rights, title and interests in, to and under certain assets and interests used by Eiger BioPharmaceuticals, Inc. (the "Seller") with respect to Avexitide (as such term is defined in the Asset Purchase Agreement) (the "Transferred Assets"). The Asset Purchase Agreement provides that the acquisition of the Transferred Assets by the Company is subject to approval of the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") in the cases captioned In re Eiger BioPharmaceuticals, Inc., et al , Case No. 24-80040 (the "Chapter 11 Cases"), and one or more auctions, if necessary, to solicit higher or otherwise better competing bids in respect of all or any part of the Transferred Assets in accordance with the terms of the bid procedures previously approved by the Bankruptcy Court. Under the Asset Purchase Agreement, the Company agreed, subject to the Bankruptcy Court's approval and absent any higher or otherwise better bid, to acquire the Transferred Assets from the Seller for $10.0 million, subject to certain adjustments pursuant to the Asset Purchase Agreement. The Asset Purchase Agreement includes customary representations and warranties and various customary covenants under the circumstances that are subject to certain limitations, including, without limitation, a termination fee of $0.3 million payable to the Company, and the right to designate executory contracts and unexpired leases to assume or reject. The foregoing description of the Asset Purchase Agreement remains subject to approval by the Bankruptcy Court, is not complete, and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is attached to this Current Repor

01 Other Events

Item 8.01 Other Events. In connection with the Chapter 11 Cases, on June 17, 2024, an auction was conducted with respect to the Transferred Assets as part of the Seller's court-supervised sale process under Section 363 of chapter 11 of Title 11 of the United States Code. Following the completion of the auction, the Company was designated the back-up bidder, with a final back-up bid during the auction of a purchase price in the amount of $35.0 million less a credit in the amount of $0.3 million for the termination fee resulting in a net purchase price in the amount of $34.7 million, plus the assumption of specified contractual cure amounts up to $0.3 million. The sale of the Transferred Assets remains subject to approval by the Bankruptcy Court at a hearing scheduled for June 26, 2024. In the event the sale of the Transferred Assets to the winning bidder is approved by the Bankruptcy Court and the winning bidder fails to consummate the acquisition of the Transferred Assets in accordance with the bid procedures approved by the Bankruptcy Court, then the Company would be obligated to promptly consummate the acquisition of the Transferred Assets as the back-up bidder; otherwise, the Company will be paid the $0.3 million termination fee in accordance with the terms of the Asset Purchase Agreement.

Forward-Looking Statements

Forward-Looking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Asset Purchase Agreement, by and between the Company and the Seller, dated as of June 13, 2024 (incorporated by reference to Exhibit 10.1 to the Seller's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 14, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: June 18, 2024 By: /s/ Samir Gharib Samir Gharib President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR