Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person*
Muralidhar Bali

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (1) Common Stock 1,592,518(2) (1) I See Footnotes(3)(4)
Explanation of Responses:
1. The shares of Series B Preferred Stock ("Series B Preferred") have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B Preferred will automatically convert into 0.152881822351322 shares of Common Stock upon the closing of the Issuer's initial public offering.
2. Share numbers give effect to the reverse split of each share of the Issuer's Common Stock into 0.152881822351322 shares of Common Stock effected on October 2, 2020, which will be effective for the Preferred Stock upon its conversion to Common Stock upon the closing of the Issuer's initial public offering.
3. Consists of 1,592,518 shares of the Issuer's common stock issuable upon conversion of the Series B Preferred held by Abingworth Bioventures VII LP ("Abingworth VII"). Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth VII. Abingworth General Partner VII LLP ("Abingworth GP VII"), serves as the general partners of Abingworth GP. Abingworth VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth GP VII) has delegated to Abingworth LLP ("ALLP"), all investment and dispositive power over the securities held by Abingworth VII. ALLP holds the reported securities indirectly through Abingworth VII. The Reporting Person is a Partner of ALLP.
4. The Reporting Person, a Director of the Issuer, is a member of an investment committee of Abingworth VII which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the securities held by Abingworth VII. Each of Abingworth VII, Abingworth GP, Abingworth GP VII, and each member of the investment committee disclaims beneficial ownership of the shares of Series B Preferred held by Abingworth VII.
/s/ Samir Gharib, Attorney-in-Fact 10/08/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Richard
King and Samir Gharib, or any of them signing singly, and with full power of
substitution, the undersigneds
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigneds capacity
as an officer,
director and/or more than 10% stockholder of Spruce Biosciences, Inc. (the
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any
amendment or amendments thereto, and timely file such form with the SEC and any
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally
required by, the undersigned, it being understood that the documents executed by
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve
in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-facts substitute or
substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required
to file Forms 3, 4, and 5 with respect to the undersigneds holdings of and
transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of
September 25, 2020.

/s/ Bali Muralidhar