SPRUCE BIOSCIENCES, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities None. Use of Proceeds We commenced our IPO pursuant to the registration statement on Form S-1 (File Nos. 333-248924 and 333-249397) that was declared effective on October 8, 2020 and registered an aggregate of 6,900,000 shares of our common stock. On October 8, 2020, we sold 6,900,000 shares of our common stock at a public offering price of $15.00 per share for aggregate gross proceeds of $103.5 million. In October 2020, we completed our IPO. Cowen and Company, LLC, SVB Leerink LLC, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC served as joint book-running managers. The net proceeds of the IPO were approximately $93.4 million, after deducting underwriting discounts, commissions and offering expenses. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates. Upon receipt, the net proceeds from our IPO were held in cash and cash equivalents. Through September 30, 2021, we have not used any of the net proceeds from our IPO. We are investing these funds in accordance with our investment policy. We expect to use the net proceeds from our IPO as described under “Use of Proceeds” in the final prospectus filed with the SEC on October 9, 2020 pursuant to rule 424(b)(4) of the Securities Act. We cannot predict with certainty all of the particular uses for the net proceeds from our IPO, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including our ability to access additional financing, the relative success and cost of our clinical trials. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from our IPO. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4. Mine Safety Disclosures Not Applicable.