0001564590-21-027012 | 10-Q | XBRL Viewer

Term Loan (Tables)

3 Months Ended

Mar. 31, 2021

The Term Loan and unamortized discount and debt issuance costs balances as of March 31, 2021 are shown below (in thousands):

	March 31, 2021
Total Term Loan debt	$	5,000
Less: unamortized discount and debt issuance costs		(157	)
Total Term Loan, net		4,843
Less: Term Loan, current portion		—
Term loan, net of current portion	$	4,843

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed statements of cash flows (in thousands):

	March 31,
	2021		2020
Cash and cash equivalents	$	148,627	$	41,407
Restricted cash		216		216
Total cash, cash equivalents and restricted cash	$	148,843	$	41,623

Equity Incentive Plans and Stock-Based Compensation Expense - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance		6,490,636		5,136,487
Equity incentive plan, terms		Following the effectiveness of the 2020 Plan, no further grants will be made under the 2016 Plan; however, shares subject to awards granted under the 2016 Plan continue to be governed by the 2016 Plan. Any shares subject to outstanding stock options or other stock awards that were granted under the 2016 Plan that terminate or expire prior to exercise or settlement; are settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price in accordance with the terms of the 2016 Plan will also be reserved for issuance under the 2020 Plan.
Number of shares early exercised under any plan		0
Aggregate intrinsic value of options exercised		$ 900
Stock-based compensation expense		1,120	$ 32
Unrecognized stock-based compensation expense		$ 11,900
Unrecognized stock-based compensation expense expected to be recognized over weighted-average vesting term		3 years 6 months
Performance Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted to purchase shares of common stock				127,042
Fair value of modified awards to be recognized over requisite service period		$ 2,400
Stock-based compensation expense		$ 500
2020 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance	2,647,684
Shares authorized for issuance		3,810,703
Shares remained available for issuance		3,449,095
Weighted-average fair value of options granted		$ 15.89
Options granted to purchase shares of common stock		355,000
2016 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized for issuance		2,226,690
Shares remained available for issuance		0
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance	220,640
Equity incentive plan, terms		In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to the lessor of (i) 1% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year, (ii) 441,280 shares of common stock or (iii) such lesser amount as determined by the Board of Directors
Shares remained available for issuance	453,243			441,280
Maximum percentage of compensation that an employee is allowed to purchase shares	15.00%
Purchase price of common stock expressed as a percentage of fair market value	85.00%
Term of automatically increase in common stock available for issuance		10 years
Percentage of outstanding shares subject to automatic increase in common stock	1.00%

Equity Incentive Plans and Stock-Based Compensation Expense

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Incentive Plans and Stock-Based Compensation Expense

9. Equity Incentive Plans and Stock-Based Compensation Expense

Equity Incentive Plans

In October 2020, the Company adopted the 2020 Equity Incentive Plan (the 2020 Plan), which is a successor to and continuation of the Company’s Amended and Restated 2016 Equity Incentive Plan (the 2016 Plan). Total shares reserved under the 2020 Plan was 2,647,684, inclusive of the shares that remained available for issuance under the 2016 Plan at the time the 2020 Plan became effective. Following the effectiveness of the 2020 Plan, no further grants will be made under the 2016 Plan; however, shares subject to awards granted under the 2016 Plan continue to be governed by the 2016 Plan. Any shares subject to outstanding stock options or other stock awards that were granted under the 2016 Plan that terminate or expire prior to exercise or settlement; are settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price in accordance with the terms of the 2016 Plan will also be reserved for issuance under the 2020 Plan.

Under the 2020 Plan and the 2016 Plan, individuals can be granted the ability to early exercise their options. There were no shares, related to the early exercise of options, subject to repurchase by the Company as of March 31, 2021.

A summary of the Company’s stock option activity and related information is as follows (in thousands, except share and per share amounts):

	Outstanding Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of December 31, 2020		2,278,771		$	2.78		8.6	$	49,059
Granted		355,000			20.31		—		—
Exercised		(41,473	)		1.50		—		—
Forfeited/Cancelled		(4,000	)		20.90		—		—
Balance as of March 31, 2021		2,588,298		$	5.18		8.7	$	30,984
Vested and expected to vest as of March 31, 2021		2,569,295		$	5.18		8.7	$	30,812
Vested and exercisable as of March 31, 2021		683,689		$	1.93		6.8	$	10,079

Stock options vested and expected to vest differs from total stock options outstanding as it excludes performance-based stock options for which the performance criteria has not been achieved and achievement is not expected as of March 31, 2021.

The aggregate intrinsic values of options outstanding and exercisable were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock as of the respective balance sheet date. The total intrinsic value of options exercised were $0.9 million for the three months ended March 31, 2021.

As of March 31, 2021, a total of 3,810,703 shares were authorized for issuance under the 2020 Plan and 3,449,095 shares remained available for issuance, and a total of 2,226,690 shares were authorized for issuance under the 2016 Plan and no shares remained available for issuance.

For the three months ended March 31, 2021, the weighted-average fair value of options granted was $15.89 per share.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s statement of operations and comprehensive loss during the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended March 31,
	2021		2020
Research and development	$	264	$	10
General and administrative		856		22
Total stock-based compensation expense	$	1,120	$	32

During 2020, the Company granted options to purchase 127,042 shares of common stock to certain executive officers with performance criteria stipulating that no shares will vest unless certain financing and other related milestones are achieved. In January 2021, the Board of Directors determined that the performance-based vesting criteria of such options had been satisfied, which was deemed a modification. The fair value of the modified awards was $2.4 million, which will be recognized over the requisite service period. For the three months ended March 31, 2021, the Company recorded stock-based compensation of $0.5 million in connection with the modification.

Unrecognized stock-based compensation expense as of March 31, 2021 was approximately $11.9 million, which is expected to be recognized over a weighted-average vesting term of 3.5 years.

Employee Stock Purchase Plan

The Board of Directors adopted and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the ESPP) in October 2020. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation. At the end of each purchase period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock as of the offering date or the applicable purchase date. A total of 220,640 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to the lessor of (i) 1% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year, (ii) 441,280 shares of common stock or (iii) such lesser amount as determined by the Board of Directors. As of March 31, 2021, 453,243 shares of common stock remained available for issuance under the ESPP.

Capital Structure - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Class Of Stock [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par value per share	$ 0.0001	$ 0.0001
Common stockholders voting rights	one vote
Common stock dividends declared	$ 0
Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Redeemable convertible preferred stock converted into common stock			15,492,019
Redeemable convertible preferred stock, shares issued	0
Redeemable convertible preferred stock, shares outstanding	0

Term Loan

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Term Loan

6. Term Loan

In September 2019, the Company entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank (SVB) providing for a term loan (the Term Loan). In April 2020, the Company and SVB entered into an agreement (the Deferral Agreement) whereby the parties agreed to extend the interest-only period, repayment dates of all monthly payments of principal due and the maturity date with respect to the Term Loan by six months. All other terms under the Loan Agreement remained unchanged. The Deferral Agreement was determined to be a debt modification, resulting in a prospective yield adjustment based on the revised terms.

In connection with the Loan Agreement, the Company issued a warrant to purchase up to an aggregate of 49,609 shares of common stock at $1.44 per share. The Company determined the initial fair value of the warrant to be $0.1 million using the Black-Scholes option-pricing model. The fair value of the warrant was recorded to equity and as a debt discount, which was being amortized to interest expense using the effective interest method over the term of the Term Loan. In November 2020, the warrant was net-exercised for 46,358 shares of common stock.

In March 2021, the Company entered into a First Amendment to Loan and Security Agreement (the First Amendment), pursuant to which the Company and SVB amended the Loan Agreement. The First Amendment increased the aggregate principal amount of the Term Loan commitment by SVB to up to $30.0 million. Up to $20.0 million is available under the first tranche of the Term Loan (First Tranche), $5.0 million of which was advanced immediately to repay the outstanding obligations under the Term Loan prior to the First Amendment with the remainder of the First Tranche commitment available through December 31, 2021, and up to $10.0 million is available under the second tranche (Second Tranche), subject to the completion of certain clinical and financial milestones, which Second Tranche commitment is available through December 31, 2022. Pursuant to the First Amendment, the Term Loan will mature on January 1, 2026. The First Amendment was determined to be a debt modification.

Pursuant to the First Amendment, the Company is required to make monthly payments of interest only commencing on the first day of the month following the funding date of each respective tranche and continuing thereafter through December 31, 2022 to the extent that the Company does not borrow any part of the Second Tranche or December 31, 2023 if the Company has borrowed some or all of the Second Tranche (the Interest-Only Period). Outstanding principal balances under the Term Loan, as amended by the First Amendment, bear interest at a floating per annum rate equal to (A) if the Company does not borrow under the Second Tranche, the greater of (x) 1% above the prime rate or (y) 4.25%; or (B) if the Company does borrow under the Second Tranche, the greater of (x) 3% above the prime rate or (y) 6.25%.

Following the interest-only period, the outstanding Term Loan balance will be payable in (i) 37 consecutive monthly payments (or 25 if the Company borrows under the Second Tranche) after the end of the Interest-Only Period and continuing on the same day of each month thereafter, in amounts that would fully amortize such Term Loan balance, as of the first business day of the first month following the interest-only period, over the repayment period, plus (ii) monthly payments of accrued but unpaid interest. The final payment due on the maturity date shall include all outstanding principal and all accrued unpaid interest and an End of Term Payment totaling (x) 6% of the original funded principal amount of the First Tranche if the Company does not borrow under the Second Tranche, or (y) 9.5% of the total original funded principal amount under the First and Second Tranche if the Company does borrow under the Second Tranche (the End of Term Payment). The Company may prepay amounts outstanding under the Term Loan at any time provided certain notification conditions are met, in which case, all outstanding principal plus accrued and unpaid interest, the End of Term Payment, a prepayment fee between 1% and 3% of the commitment amount of the First and Second Tranches, and any bank expenses become due and payable.

The Company incurred $10 thousand of debt issuance costs in connection with the First Amendment and had unamortized issuance costs and unamortized debt discount under the Loan Agreement of $2 thousand and $16 thousand, respectively. The Company recorded these costs, including the unaccreted portion of the final payment obligation under the Loan Agreement as a discount from the carrying value of the Term Loan, which are being amortized using the effective interest method over the life of the First Amendment. The unamortized debt issuance costs and debt discount balance was $0.2 million as of March 31, 2021.

The Term Loan and unamortized discount and debt issuance costs balances as of March 31, 2021 are shown below (in thousands):

	March 31, 2021
Total Term Loan debt	$	5,000
Less: unamortized discount and debt issuance costs		(157	)
Total Term Loan, net		4,843
Less: Term Loan, current portion		—
Term loan, net of current portion	$	4,843

The Company is subject to customary affirmative and restrictive covenants under the Loan Agreement, as amended. The Company’s obligations under the Loan Agreement, as amended, are secured by a first priority security interest in substantially all of its current and future assets, other than intellectual property. The Company also agreed not to encumber its intellectual property assets, except as permitted by the Loan Agreement, as amended.

The Loan Agreement, as amended, also contains customary indemnification obligations and customary events of default, including, among other things, the Company’s failure to fulfill certain obligations under the Loan Agreement, as amended, and the occurrence of a material adverse change in its business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of lender’s lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, as amended, the lender would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Loan Agreement, as amended. As of March 31, 2021, management believes that the Company was in compliance with all financial covenants under the Loan Agreement, as amended, and there had been no material adverse change.

The Company made interest payments on the Term Loan of $54 thousand and $46 thousand during the three months ended March 31, 2021 and 2020, respectively.

Fair Value Measurements - Additional Information (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of term loan	$ 5,000,000
Fair Value Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets fair value		$ 0
Liabilities fair value		0
Fair Value Non-recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets fair value		0
Liabilities fair value		$ 0
Money Market Funds \| Level1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents, fair value disclosure	$ 123,000,000

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, prepaid expenses, accounts payable and accrued expenses.

As of March 31, 2021, cash equivalents comprised of money market funds. The carrying amounts of cash equivalents approximate their fair value based upon quoted market prices and are classified as Level 1. The fair value of money market funds as of March 31, 2021 was $123.0 million.

The estimated fair value of the term loan was $5.0 million as of March 31, 2021 and was based on estimated interest rates currently available to the Company for debt with similar terms, a Level 3 input.

The Company did not have any financial assets measured nor liabilities recorded at fair value on a recurring or non-recurring basis as of December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Operating lease commencement date	2020-09	2019-03
Operating lease term	63 months	12 months
Operating leases, gross commitment	$ 2,300
Operating Leases, option to renew lease term description			The lease includes an option to renew the lease term for an additional period of 60 months. The renewal option is not included in the lease term or minimum lease payments disclosures below as the Company is not reasonably certain to exercise the option.
Operating Leases, option to renew lease term	true
Operating leases, renew lease term	60 months
Operating leases, lease expense			$ 110
Short-term lease gross commitments		$ 200
Short-term lease extended term	3 months
Short term lease additional commitments	$ 42
Short term lease terminated			2020-05
Short-term lease expense				$ 42
Weighted-average remaining lease term for operating leases			4 years 8 months 12 days
weighted-average discount rate			7.00%
Cash paid for amounts included in measurement of lease liabilities			$ 37
Variable lease, cost			$ 2

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Aggregate license agreement amount	$ 23,000,000
Additional aggregate license agreement amount	0
Legal fees	$ 0

Organization and Principal Activities - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Oct. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization And Principal Activities [Line Items]
Cash and cash equivalents		$ 148,627	$ 41,407	$ 157,150
Net loss		(9,887)	$ (5,168)
Cash in operations		8,800
Accumulated deficit		$ (70,728)		$ (60,841)
Redeemable Convertible Preferred Stock
Organization And Principal Activities [Line Items]
Redeemable convertible preferred stock converted into common stock	15,492,019
Initial Public Offering
Organization And Principal Activities [Line Items]
Offering price	$ 15.00
Net proceeds of common stock	$ 93,400
Initial Public Offering \| Common Stock
Organization And Principal Activities [Line Items]
Initial public offering of common stock, net of underwriting expenses and offering costs, Shares	6,900,000
Overallotment Option \| Common Stock
Organization And Principal Activities [Line Items]
Initial public offering of common stock, net of underwriting expenses and offering costs, Shares	900,000
Minimum
Organization And Principal Activities [Line Items]
Percentage of females with polycystic ovary syndrome		3.00%
Maximum
Organization And Principal Activities [Line Items]
Percentage of females with polycystic ovary syndrome		5.00%

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Interim Condensed Financial Statements

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The condensed balance sheet as of March 31, 2021, the condensed statements of operations for the three months ended March 31, 2021 and 2020, the condensed statement of stockholders’ equity for the three months ended March 31, 2021, the condensed statement of redeemable convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2020, and the condensed statement of cash flows for the three months ended March 31, 2021 and 2020 are unaudited. The interim condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The condensed balance sheet as of December 31, 2020, is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other future annual or interim period.

These interim condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 22, 2021 (Annual Report).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, accrued research and development expenses, valuation of common stock and stock-based compensation and income tax and uncertain tax positions. The Company bases its estimates on its historical experience and on assumptions that it believes are reasonable; however, actual results could significantly differ from those estimates.

Risks and Uncertainties

Any product candidates developed by the Company will require approvals from the U.S. Food and Drug Administration (FDA) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on the Company’s business and its financial statements.

The Company is subject to a number of risks similar to other late-stage biopharmaceutical companies including, but not limited to, dependency on the clinical and commercial success of the Company’s product candidate, tildacerfont, ability to obtain regulatory approval of tildacerfont, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities, and dependence on key individuals and sole source suppliers.

The Company’s business has been and could continue to be adversely affected by the evolving COVID-19 pandemic. For example, the COVID-19 pandemic has resulted in and could result in delays to the Company’s clinical trials for numerous reasons including additional delays or difficulties in enrolling patients, diversion of healthcare resources away from the conduct of clinical trials, interruption or delays in the operations of the FDA or other regulatory authorities, and delays in clinical sites receiving the supplies and materials to conduct our clinical trials. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments, which are highly uncertain. The Company will continue to evaluate the impact that these events could have on its future operations, financial position, and results of operations and cash flows.

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2021, as compared to the significant accounting policies described in our Annual Report.

Cash and Cash Equivalents

The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents. Cash equivalents consist of amounts invested in money market funds and are stated at fair value. There are no unrealized gains or losses on the cash equivalents for the periods presented.

Restricted Cash

The Company has cash in a collateral account related to a letter of credit issued on behalf of the Company for the security deposit on the non-cancelable operating lease for an office facility. The collateralized cash in connection with the letter of credit was classified as restricted cash on the balance sheet as of March 31, 2021 and December 31, 2020 based on the terms of the lease agreement, which expires in 2025, unless extended.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed statements of cash flows (in thousands):

	March 31,
	2021		2020
Cash and cash equivalents	$	148,627	$	41,407
Restricted cash		216		216
Total cash, cash equivalents and restricted cash	$	148,843	$	41,623

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurement establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows:

▪

Level 1—Quoted prices in active markets for identical assets and liabilities;

▪

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

▪

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s financial instruments primarily consist of cash and cash equivalents, prepaid expenses, accounts payable, term loan, and accrued expenses. The carrying value of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The estimated fair value of the term loan is based on estimated interest rates currently available to the Company for debt with similar terms.

Emerging Growth Company Status

The Company is an emerging growth company (EGC) as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for non-EGC’s electing to use the extended transition period for complying with new or revised accounting standards for fiscal years beginning after December 15, 2019, and for EGC’s for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2023. The Company is currently assessing the impact of adopting this standard, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its financial statements.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020 and the Company adopted on January 1, 2021. The adoption did not have any impact on the Company’s condensed financial statements as of and for the three months ended March 31, 2021.

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2021

Balance Sheet Components Disclosure [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrued research and development expenses	$	2,864	$	2,002
Accrued general and administrative expenses		362		245
Lease liability, current portion		332		249
Total accrued expenses and other current liabilities	$	3,558	$	2,496

Equity Incentive Plans and Stock-Based Compensation Expense - Summary of Stock Option Activity (Details) - 2020 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Outstanding Stock Options	2,278,771
Granted, Outstanding Stock Options	355,000
Exercised, Outstanding Stock Options	(41,473)
Forfeited/Cancelled, Outstanding Stock Options	(4,000)
Ending Balance, Outstanding Stock Options	2,588,298	2,278,771
Vested and expected to vest, Outstanding Stock Options	2,569,295
Vested and exercisable, Outstanding Stock Options	683,689
Beginning Balance, Weighted-Average Exercise Price	$ 2.78
Granted, Weighted-Average Exercise Price	20.31
Exercised, Weighted-Average Exercise Price	1.50
Forfeited/Cancelled, Weighted-Average Exercise Price	20.90
Ending Balance, Weighted-Average Exercise Price	5.18	$ 2.78
Vested and expected to vest, Weighted-Average Exercise Price	5.18
Vested and exercisable, Weighted-Average Exercise Price	$ 1.93
Weighted-Average Remaining Contractual Life (Years)	8 years 8 months 12 days	8 years 7 months 6 days
Vested and expected to vest, Weighted-Average Remaining Contractual Life (Years)	8 years 8 months 12 days
Vested and exercisable, Weighted-Average Remaining Contractual Life (Years)	6 years 9 months 18 days
Aggregate Intrinsic Value	$ 30,984	$ 49,059
Vested and expected to vest, Aggregate Intrinsic Value	30,812
Vested and exercisable, Aggregate Intrinsic Value	$ 10,079

CONDENSED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 148,627	$ 157,150
Prepaid expenses	2,687	2,971
Other current assets	272	276
Total current assets	151,586	160,397
Restricted cash	216	216
Right-of-use assets	1,716	1,793
Other assets	473	477
Total assets	153,991	162,883
Current liabilities:
Accounts payable	2,566	3,628
Term loan, current portion	0	2,554
Accrued expenses and other current liabilities	3,558	2,496
Accrued compensation and benefits	727	1,085
Total current liabilities	6,851	9,763
Term loan, net of current portion	4,843	1,922
Lease liability, net of current portion	1,566	1,653
Other liabilities	8	118
Total liabilities	13,268	13,456
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, and no shares issued and outstanding as of March 31, 2021 and December 31, 2020
Common stock, $0.0001 par value, 200,000,000 shares authorized, 23,301,872 and 23,260,399 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	2	2
Additional paid-in capital	211,449	210,266
Accumulated deficit	(70,728)	(60,841)
Total stockholders’ equity	140,723	149,427
Total liabilities and stockholders’ equity	$ 153,991	$ 162,883

Equity Incentive Plans and Stock-Based Compensation Expense - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,120	$ 32
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	264	10
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 856	$ 22

Term Loan - Schedule of Term Loan (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Total Term Loan debt	$ 5,000
Less: unamortized discount and debt issuance costs	(157)
Total Term Loan, net	4,843
Less: Term Loan, current portion	0	$ (2,554)
Term loan, net of current portion	$ 4,843	$ 1,922

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Interim Condensed Financial Statements

Use of Estimates

Risks and Uncertainties

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2021, as compared to the significant accounting policies described in our Annual Report.

Cash and Cash Equivalents

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed statements of cash flows (in thousands):

	March 31,
	2021		2020
Cash and cash equivalents	$	148,627	$	41,407
Restricted cash		216		216
Total cash, cash equivalents and restricted cash	$	148,843	$	41,623

Fair Value of Financial Instruments

The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows:

▪

Level 1—Quoted prices in active markets for identical assets and liabilities;

▪

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Emerging Growth Company Status

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Commitments and Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency on an undiscounted basis when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective and based on the status of such legal proceedings, the merits of the Company’s defenses, and consultation with legal counsel. Actual outcomes of these legal proceedings may differ materially from the Company’s estimates.

CONDENSED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY DEFICIT - USD ($) $ in Thousands	Total	Series A Redeemable Convertible Preferred Stock	Series B Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2019		$ 27,813
Balance, Shares at Dec. 31, 2019		28,000,000
Balance at Dec. 31, 2019	$ (30,637)			$ 1	$ 664	$ (31,302)
Balance, Shares at Dec. 31, 2019				764,408
Issuance of redeemable convertible preferred stock, net of issuance costs			$ 43,655
Issuance of redeemable convertible preferred stock, net of issuance costs, Shares			36,666,665
Stock-based compensation	32				32
Net loss	(5,168)					(5,168)
Balance at Mar. 31, 2020	(35,773)			$ 1	696	(36,470)
Balance, Shares at Mar. 31, 2020				764,408
Balance at Mar. 31, 2020		$ 27,813	$ 43,655
Balance, Shares at Mar. 31, 2020		28,000,000	36,666,665
Balance at Dec. 31, 2020	$ 149,427			$ 2	210,266	(60,841)
Balance, Shares at Dec. 31, 2020	23,260,399			23,260,399
Exercise of stock options	$ 63				63
Exercise of stock options, Shares				41,473
Stock-based compensation	1,120				1,120
Net loss	(9,887)					(9,887)
Balance at Mar. 31, 2021	$ 140,723			$ 2	$ 211,449	$ (70,728)
Balance, Shares at Mar. 31, 2021	23,301,872			23,301,872

CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	23,301,872	23,260,399
Common stock, shares outstanding	23,301,872	23,260,399

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 10, 2021
Cover [Abstract]
Entity Registrant Name	Spruce Biosciences, Inc.
Entity Central Index Key	0001683553
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Trading Symbol	SPRB
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		23,330,135
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity File Number	001-39594
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2154263
Entity Address, Address Line One	2001 Junipero Serra Boulevard
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Daly City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94014
City Area Code	415
Local Phone Number	655-4168
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

5. Leases

The Company leases space under non-cancelable operating leases which require the Company to pay base rent, real estate taxes, insurance, general repairs, and maintenance. The Company does not have finance leases.

In February 2020, the Company entered into a non-cancelable operating lease for office space with a commencement date of September 2020. The monthly payments escalate over the 63-month term with total gross commitments of $2.3 million. The lease includes an option to renew the lease term for an additional period of 60 months. The renewal option is not included in the lease term or minimum lease payments disclosures below as the Company is not reasonably certain to exercise the option. Lease incentives, which relate to rent abatement, were considered in the calculation of the lease liability and right-of-use asset. Lease expense for the three months ended March 31, 2021 and 2020 was $110 thousand and nil, respectively.

In February 2019, the Company entered into a short-term lease for office space with a commencement date of March 2019. Total gross commitments over the 12-month term were $0.2 million. In February 2020, the Company extended the lease for an additional three months for a total of $42 thousand in additional commitments. The lease was terminated in May 2020. Short-term lease expense for the three months ended March 31, 2021 and 2020 was nil and $42 thousand, respectively.

Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of the remaining minimum lease payments over the lease term, with certain adjustments. As the leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the lease liability. As of March 31, 2021, the weighted-average remaining lease term for operating leases was 4.7 years and the weighted-average discount rate was 7.0%. Cash paid for amounts included in the measurement of lease liabilities was $37 thousand for the three months ended March 31, 2021.

The Company recognizes monthly operating lease expense on a straight-line basis over the term of the lease. Variable lease expense relates primarily to office lease common area maintenance, insurance, and property taxes, is expensed as incurred, and is excluded from the calculation of the lease liability and right-of-use-asset. Variable lease expense for the three months ended March 31, 2021 was $2 thousand.

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Balance Sheet Components Disclosure [Abstract]
Accrued research and development expenses	$ 2,864	$ 2,002
Accrued general and administrative expenses	362	245
Lease liability, current portion	332	249
Total accrued expenses and other current liabilities	$ 3,558	$ 2,496

Capital Structure

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Capital Structure

8. Capital Structure

Common Stock

As of March 31, 2021 and December 31, 2020, the Company was authorized to issue 200,000,000 shares of common stock $0.0001 par value per share. Holders of the Company’s common stock are entitled to dividends if and when declared by the Board of Directors of the Company (Board of Directors). The holder of each share of common stock is entitled to one vote. As of March 31, 2021, no dividends were declared.

Shares reserved for future issuance

Common stock reserved for future issuance, on an as converted basis, consisted of the following:

	March 31, 2021		December 31, 2020
Stock options, issued and outstanding		2,588,298		2,278,771
Stock options, available for future issuance		3,449,095		2,637,076
Employee stock purchase plan, available for future issuance		453,243		220,640
Total shares reserved		6,490,636		5,136,487

Redeemable Convertible Preferred Stock

Immediately prior to the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 15,492,019 shares of common stock and the related carrying value was reclassified to common stock and additional paid-in capital. There was no redeemable convertible preferred stock issued or outstanding as of March 31, 2021.

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2021			2020
Numerator:
Net loss	$	(9,887	)	$	(5,168	)
Denominator:
Weighted-average common shares outstanding		23,283,658			764,408
Net loss per share, basic and diluted	$	(0.42	)	$	(6.76	)

Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Share

Basic net loss per share was the same as diluted net loss per share for all periods as the inclusion of potentially dilutive securities would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations were as follows:

	March 31,
	2021		2020
Series A redeemable convertible preferred stock (on an if-converted basis)		—		4,280,690
Series B redeemable convertible preferred stock (on an if-converted basis)		—		5,605,661
Shares subject to outstanding common stock options		2,588,298		790,060
Estimated shares issuable under the ESPP		24,118		—
Shares subject to common stock warrants		—		49,609
Total		2,612,416		10,726,020

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

11. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2021			2020
Numerator:
Net loss	$	(9,887	)	$	(5,168	)
Denominator:
Weighted-average common shares outstanding		23,283,658			764,408
Net loss per share, basic and diluted	$	(0.42	)	$	(6.76	)

	March 31,
	2021		2020
Series A redeemable convertible preferred stock (on an if-converted basis)		—		4,280,690
Series B redeemable convertible preferred stock (on an if-converted basis)		—		5,605,661
Shares subject to outstanding common stock options		2,588,298		790,060
Estimated shares issuable under the ESPP		24,118		—
Shares subject to common stock warrants		—		49,609
Total		2,612,416		10,726,020

Equity Incentive Plans and Stock-Based Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity

A summary of the Company’s stock option activity and related information is as follows (in thousands, except share and per share amounts):

	Outstanding Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of December 31, 2020		2,278,771		$	2.78		8.6	$	49,059
Granted		355,000			20.31		—		—
Exercised		(41,473	)		1.50		—		—
Forfeited/Cancelled		(4,000	)		20.90		—		—
Balance as of March 31, 2021		2,588,298		$	5.18		8.7	$	30,984
Vested and expected to vest as of March 31, 2021		2,569,295		$	5.18		8.7	$	30,812
Vested and exercisable as of March 31, 2021		683,689		$	1.93		6.8	$	10,079

Summary of Stock-Based Compensation Expense

	Three Months Ended March 31,
	2021		2020
Research and development	$	264	$	10
General and administrative		856		22
Total stock-based compensation expense	$	1,120	$	32

CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development	$ 6,714	$ 4,610
General and administrative	3,103	523
Total operating expenses	9,817	5,133
Loss from operations	(9,817)	(5,133)
Interest expense	(89)	(74)
Other income, net	19	39
Net loss	$ (9,887)	$ (5,168)
Net loss per share, basic and diluted	$ (0.42)	$ (6.76)
Weighted-average shares of common stock outstanding, basic and diluted	23,283,658	764,408

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (9,887)	$ (5,168)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	1,120	32
Depreciation and amortization	13	1
Non-cash lease expense	77
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	291	56
Accounts payable and accrued expenses	(82)	(269)
Accrued compensation and benefits	(358)	(685)
Other assets	16	36
Other liabilities	23	41
Net cash used in operating activities	(8,787)	(5,956)
Cash flows from investing activities
Purchases of property and equipment	(19)
Net cash used in investing activities	(19)
Cash flows from financing activities
Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs		43,655
Proceeds from exercise of stock options	63
Proceeds from issuance of long-term debt, net of issuance costs	4,990
Repayment of term loan	(4,770)
Net cash provided by financing activities	283	43,655
Net increase/(decrease) in cash, cash equivalents and restricted cash	(8,523)	37,699
Cash, cash equivalents, and restricted cash at beginning of period	157,366	3,924
Cash, cash equivalents, and restricted cash at end of period	148,843	41,623
Supplemental cash flow data:
Cash paid for interest	$ 54	$ 46

Net Loss Per Share - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share	2,612,416	10,726,020
Series A Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share		4,280,690
Series B Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share		5,605,661
Shares Subject to Outstanding Common Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share	2,588,298	790,060
Estimated Shares Issuable Under ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share	24,118
Shares Subject to Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from diluted net loss per share		49,609

Balance Sheet Components

3 Months Ended

Mar. 31, 2021

Balance Sheet Components Disclosure [Abstract]

Balance Sheet Components

4. Balance Sheet Components

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrued research and development expenses	$	2,864	$	2,002
Accrued general and administrative expenses		362		245
Lease liability, current portion		332		249
Total accrued expenses and other current liabilities	$	3,558	$	2,496

Accrued research and development expenses were primarily related to clinical trials, preclinical studies, and manufacturing.

CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) (Unaudited) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement Of Cash Flows [Abstract]
Proceeds from issuance of long-term debt, issuance costs	$ 10

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. Commitments and Contingencies

License Agreement

In May 2016, the Company entered into a license agreement (the License Agreement), with Eli Lilly and Company (Lilly). Pursuant to the terms of the License Agreement, Lilly granted the Company an exclusive, worldwide, royalty bearing, sublicensable license under certain technology, patent rights, know-how and proprietary materials related to certain compounds, to research, develop, and commercialize such compounds for all pharmaceutical uses. The Company is also required to pay Lilly up to an aggregate of $23.0 million upon the achievement, during the time the License Agreement remains in effect, of certain milestones relating to the clinical development and commercial sales of products licensed under the License Agreement. Such payments are for predetermined fixed amounts, are paid only upon the first occurrence of each event and are due shortly after achieving the applicable milestone. In addition, the Company is required to pay Lilly tiered royalties on annual worldwide net sales with rates ranging from mid-single digits to sub-teens. No additional amounts were paid by the Company to Lilly during any of the periods presented, nor were due as of such dates pursuant to the License Agreement.

Legal Matters

The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company was not subject to any material legal proceedings during the three months ended March 31, 2021.

Organization and Principal Activities

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Principal Activities

1. Organization and Principal Activities

Description of Business

Spruce Biosciences, Inc. (the Company) is a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need. The Company is initially developing its wholly-owned product candidate, tildacerfont, as the potential first non-steroidal therapy for patients suffering from classic congenital adrenal hyperplasia (CAH). The Company is also developing tildacerfont for females suffering from a rare form of polycystic ovary syndrome (PCOS) with primary adrenal androgen excess, representing 3-5% of females with PCOS. The Company is located in Daly City, California and was incorporated in the state of Delaware in April 2016.

Initial Public Offering

In October 2020, the Company consummated its initial public offering (IPO) and issued a total of 6,900,000 shares of common stock, which includes 900,000 shares issued pursuant to the exercise of the underwriters’ option to purchase additional shares, at an offering price of $15.00 per share. In aggregate, the Company received net proceeds of $93.4 million, after deducting underwriting discounts and commissions and offering expenses. Upon the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 15,492,019 shares of common stock.

Liquidity and Capital Resources

As of March 31, 2021, the Company had cash and cash equivalents of $148.6 million, which is sufficient to fund its planned operations for a period of at least twelve months following the issuance of the accompanying condensed financial statements.

The Company has incurred significant losses and negative cash flows from operations. During the three months ended March 31, 2021, the Company incurred a net loss of $9.9 million and used $8.8 million of cash in operations. As of March 31, 2021, the Company had an accumulated deficit of $70.7 million and does not expect positive cash flows from operations in the foreseeable future. The Company has funded its operations primarily through the issuance and sale of equity securities and debt.

The Company anticipates that it will need to raise substantial additional financing in the future to fund its operations. In order to meet these additional cash requirements, the Company may seek to sell additional equity or issue debt, convertible debt or other securities that may result in dilution to its stockholders. If the Company raises additional funds through the issuance of debt or convertible debt securities, these securities could have rights senior to those of its shares of common stock and could contain covenants that restrict its operations. There can be no assurance that the Company will be able to obtain additional equity or debt financing on terms acceptable to it, if at all. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. The Company’s failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on its business, results of operations, and financial condition.

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss	$ (9,887)	$ (5,168)
Denominator:
Weighted-average common shares outstanding	23,283,658	764,408
Net loss per share, basic and diluted	$ (0.42)	$ (6.76)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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+ Details

CONDENSED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY DEFICIT (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Series B Convertible Preferred Stock
Stock issuance costs	$ 345

Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 148,627	$ 157,150	$ 41,407
Restricted cash	216		216
Total cash, cash equivalents and restricted cash	$ 148,843		$ 41,623

Capital Structure (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Summary of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance, on an as converted basis, consisted of the following:

	March 31, 2021		December 31, 2020
Stock options, issued and outstanding		2,588,298		2,278,771
Stock options, available for future issuance		3,449,095		2,637,076
Employee stock purchase plan, available for future issuance		453,243		220,640
Total shares reserved		6,490,636		5,136,487

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company accounts for income taxes under ASC Topic 740, Income Taxes. Under this standard, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. No provision for income taxes has been recorded due to the available net operating loss carry forwards. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Term Loan - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended
	Nov. 30, 2020 shares	Apr. 30, 2020	Sep. 30, 2019 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) Installment	Mar. 31, 2020 USD ($)
Debt Instrument [Line Items]
Aggregate principal amount				$ 4,843
Term Loan \| Silicon Valley Bank
Debt Instrument [Line Items]
Debt instrument, extended term		6 months
Aggregate principal amount				$ 30,000
Debt instrument, maturity date				Jan. 01, 2026
Debt Instrument Frequency Of Periodic Payment				monthly
Number of Monthly Installments \| Installment				37
End of term payment, percentage				9.50%
Debt issuance costs				$ 10
Unamortized debt issuance costs and debt discount				200
Unamortized debt discount				16
Interest payments on debt				54	$ 46,000
Term Loan \| Silicon Valley Bank \| The First Amendment
Debt Instrument [Line Items]
Debt issuance costs				$ 2
Term Loan \| Silicon Valley Bank \| Maximum
Debt Instrument [Line Items]
Debt instrument prepayment fee percentage				3.00%
Term Loan \| Silicon Valley Bank \| Minimum
Debt Instrument [Line Items]
Debt instrument prepayment fee percentage				1.00%
Term Loan \| Silicon Valley Bank \| Warrant
Debt Instrument [Line Items]
Number of shares issuable upon the exercise of warrant \| shares			49,609
Warrants exercise price \| $ / shares			$ 1.44
Estimated fair value of the warrant			$ 100
Term Loan \| Silicon Valley Bank \| Common Stock \| Warrant
Debt Instrument [Line Items]
Net exercised of common stock \| shares	46,358
First Tranche Term Loan \| Silicon Valley Bank
Debt Instrument [Line Items]
Aggregate principal amount				$ 20,000
Repayment of outstanding obligations				$ 5,000
Debt instrument, maturity date				Dec. 31, 2021
End of term payment, percentage				6.00%
Second Tranche Term Loan \| Silicon Valley Bank
Debt Instrument [Line Items]
Aggregate principal amount				$ 10,000
Debt instrument, maturity date				Dec. 31, 2022
Floating interest rate scenario one				4.25%
Debt instrument basis spread variable rate scenario two				6.25%
Number of Monthly Installments \| Installment				25
Second Tranche Term Loan \| Silicon Valley Bank \| Prime Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument basis spread variable rate scenario one				1.00%
Debt instrument basis spread variable rate scenario two				3.00%

Capital Structure - Summary of Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Shares reserved for future issuance	6,490,636	5,136,487
Employee Stock Purchase Plan, Available for Future Issuance
Class Of Stock [Line Items]
Shares reserved for future issuance	453,243	220,640
Stock Options, Issued and Outstanding
Class Of Stock [Line Items]
Shares reserved for future issuance	2,588,298	2,278,771
Stock Options, Available for Future Issuance
Class Of Stock [Line Items]
Shares reserved for future issuance	3,449,095	2,637,076