UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On April 6, 2022, Spruce Biosciences, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the offer letter, dated December 29, 2021, by and between the Company and Javier Szwarcberg, M.D., MPH, the Company’s Chief Executive Officer (the “Offer Letter”). Pursuant to the Amendment, with respect to the Second Stock Option (as defined in the Offer Letter) only, the vesting acceleration benefits under the Company’s Severance and Change in Control Plan (the “Severance Plan”) applicable to a Change in Control Termination (as defined in the Severance Plan) will only apply for a Change in Control (as defined in the Severance Plan) with an effective date on or after January 3, 2023. Dr. Szwarcberg will continue to be subject to the terms and conditions of the Offer Letter, as amended by the Amendment. The foregoing description of the Offer Letter and Amendment is not complete and is qualified in its entirety by reference to the text of the Offer Letter, as amended by the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SPRUCE BIOSCIENCES, INC. |
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Date: April 8, 2022 |
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By: |
/s/ Samir Gharib |
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Samir Gharib |
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President and Chief Financial Officer |
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Exhibit 10.1
April 6, 2022
Javier B. Szwarcberg, M.D., M.P.H.
[***]
Re: Amendment to Offer Letter
Dear Javier,
This letter agreement (this “Amendment”) amends the offer letter dated December 29, 2021 (the “Offer Letter”), between you and Spruce Biosciences, Inc. (the “Company”), as set forth below.
The eighth paragraph of the Offer Letter is hereby amended and restated in its entirety as follows:
“You will be entitled to participate in the Company's Severance and Change of Control Plan (the "Severance Plan"), a copy of which will be separately provided to you, provided that with respect to the Second Stock Option only, the vesting acceleration benefits under the Severance Plan applicable to a Change in Control Termination (as defined in the Severance Plan) will only apply for a Change in Control (as defined in the Severance Plan) with an effective date on or after the first anniversary of your Start Date.”
Other than as provided in this Amendment, the terms and conditions of your employment with the Company as set forth in the Offer Letter remain unchanged. This Amendment, together with the Offer Letter and the other plans, policies and agreements referred to therein, shall constitute the complete agreement between you and Company with respect to the terms and conditions of your employment. Further, the terms set forth herein supersede and replace any and all prior agreements or representations made to you concerning the subject matter hereof, whether written or oral. This letter agreement cannot be modified, amended or extended except in a writing signed by you and a duly authorized officer of the Company.
2001 Junipero Serra Boulevard | Suite 640 | Daly City, CA 94014
Please acknowledge your acceptance of the modifications to the Offer Letter as set forth in this Amendment by signing and returning the original to the Company.
Sincerely,
/s/ Michael Grey
Michael Grey
Spruce Biosciences, Inc.
Accepted by:
/s/ Javier B. Szwarcberg, M.D., M.P.H.
[signature]
Javier B. Szwarcberg, M.D., M.P.H.
[name]
April 6, 2022
Date
2001 Junipero Serra Boulevard | Suite 640 | Daly City, CA 94014