Dilution profile // every instrument, one screen, from SEC filings

SPRUCE BIOSCIENCES, INC. (SPRB)

CIK 1683553 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$392M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW-93% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~34.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-092026-08-10

Latest: 2.9M shares as of Aug 10, 2026 (10-Q). Share count fell from 42.2M to 563,042 between May 1, 2025 and Aug 12, 2025, a pattern consistent with a reverse split (roughly 1-for-75); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Avenue Warrant64,000not tagged

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Avenue Loannot tagged$7.1M$6012.25%

Notes exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding2.9MAug 10, 2026
+ Avenue Warrant (if exercised)64,000Jun 30, 2026
Fully diluted estimate2.9M+2.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $391.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Oct 29, 2025$91.8M registeredfiling →
S-3Oct 29, 2025$300.0M registeredfiling →

Last 12 months: 5 executed · 2 registered.

EXECUTEDApr 21, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 20, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 9, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 8, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEDec 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVENov 26, 2025SEC declared a registration effective — selling can beginEFFECT
EFFECTIVENov 26, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDOct 29, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
REGISTEREDOct 29, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDOct 8, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 29, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEApr 7, 2023SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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