SPRUCE BIOSCIENCES, INC. 10-Q

Item 5. Other Information Retirement and Resignation of Chief Executive Officer and Director 76 Table of Contents On November 15, 2021 , or the Separation Date, Richard King retired and resigned from his positions as our Chief Executive Officer and member of our board of directors, effective immediately. Mr. King’s resignation did not result from a disagreement with our company on any matter relating to our operations, policies or practices. In connection with Mr. King’s departure, we and Mr. King have entered into a separation and release agreement effective as of November 15, 2021, or the Separation Agreement. Pursuant to the Separation Agreement, in exchange for granting and not revoking a customary release of claims, Mr. King will be entitled to receive an amount equal to 12 months of his base salary ($500,000 per year) payable in a single lump sum payment on January 1, 2022, and continued coverage under COBRA equal to 12 months (consistent with what Mr. King was entitled to for a “Regular Termination” pursuant to the Spruce Biosciences, Inc. Severance and Change in Control Plan, dated September 9, 2020, and the signed Participation Agreement between us and Mr. King in connection therewith). In addition, the Separation Agreement provides that all vested options held by Mr. King as of the Separation Date may be exercised through June 30, 2023. The Separation Agreement also contains a reaffirmation of Mr. King’s confidentiality obligations to our company. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference. Michael Grey, the Executive Chairman of our board of directors, will serve as interim Chief Executive Officer and principal executive officer effective immediately, until a new Chief Executive Officer and principal executive officer is appointed. Mr. Grey will continue to hold his position as Executive Chairman of our board of directors. Mr. Grey’s biographical information is set forth on page 7 of our Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 2, 2021, in the section entitled “Proposal 1—Election of Directors,” which information is incorporated herein by reference. 77 Table of Contents Item 6. E xhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2020). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2020). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248924), filed with the SEC on October 5, 2020). 4.2 Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated February 19, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248924), filed with the SEC on September 18. 2020). 10.1*+ Separation and Release Agreement, dated November 15, 2021, by and between the Registrant and Richard King. 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*# Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2*# Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Indicates management contract or compensatory plan. # The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (including this Quarterly Report on Form 10-Q), unless the Registrant specifically incorporates the foregoing information into those documents by reference. 78 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPRUCE BIOSCIENCES, INC. Date: November 15, 2021 By: /s/ Michael Grey Michael Grey Interim Chief Executive Officer (Principal Executive Officer) Date: November 15, 2021 By: /s/ Samir Gharib Samir Gharib Chief Financial Officer (Principal Financial Officer) 79