Spruce Biosciences issues Series A Preferred with 22M votes to Executive Chair to enable reverse stock split vote

SPRUCE BIOSCIENCES, INC.

Sold one share of Series A Preferred to Executive Chair Michael Grey for $100; shares have 22,000,000 votes on reverse stock split proposals only.
Series A votes must mirror common stock vote proportion on reverse split; abstentions/broker non-votes excluded, reducing their effect.
Series A automatically redeemed upon stockholder approval of reverse split; also redeemable at Board's discretion.
Company sets 2025 Annual Meeting for July 22, 2025; record date May 30; stockholder proposals due June 5.
Stock trades on OTC Pink since April 29; reverse split likely aimed at regaining exchange listing compliance.

item 1.01 item 5.03 item 3.02 item 3.03 item 5.08 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SPRUCE BIOSCIENCES, INC.: Filed Certificate of Designation for Series A Preferred Stock, establishing preferences, rights, and limitations including 22,000,000 votes limited to voting on a Reverse Stock Split Proposal, non-convertibility, $100.00 liquidation preference, transfer restrictions, and redemption provisions (effective 2025-05-28).

Change: charter amendment
Effective: 2025-05-28

Exact text from the filing

On May 28, 2025, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.

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23 governance changes filed in the last 30 days. Browse all governance changes →

SPRUCE BIOSCIENCES, INC. filing history →

Source: SEC EDGAR

accession 0000950170-25-078590

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