SEC Form 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|Estimated average burden|
|hours per response:
1. Name and Address of Reporting Person*
|C/O SPRUCE BIOSCIENCES, INC.|
|611 GATEWAY BOULEVARD, SUITE 740|
|SOUTH SAN FRANCISCO
2. Date of Event Requiring Statement
3. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC.
[ SPRB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
5. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||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.
Amount of Securities Beneficially Owned (Instr.
||3. Ownership Form: Direct (D) or Indirect (I) (Instr.
||4. Nature of Indirect Beneficial Ownership (Instr.
|No securities beneficially owned
Table II - Derivative Securities Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Date Exercisable and Expiration Date
||3. Title and Amount of Securities Underlying Derivative Security (Instr.
||4. Conversion or Exercise Price of Derivative Security
||5. Ownership Form: Direct (D) or Indirect (I) (Instr.
||6. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ Samir Gharib, Attorney-in-Fact
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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 Javier B. Szwarcberg and Samir Gharib of Spruce Biosciences, Inc., and
each of Sam Miller and Chu Lee of Cooley LLP, signing individually, the
undersigned's true and lawful attorneys-in-fact and agents to:
1. prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended, or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or more than 10% stockholder of Spruce
Biosciences, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
3. 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 Forms 3, 4
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and
4. 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 such 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 fact's 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-fact's 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 undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact, who is employed by the Company as of the date of this Power of
Attorney, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 20th day of May 2023.
/s/ Percival Barretto-Ko