Calculation of Filing Fee Tables
S-3
Spruce Biosciences, Inc.
Table 1: Newly Registered and Carry Forward Securities Not Applicable
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Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
Newly Registered Securities |
Fees to be Paid |
1 |
Equity |
Common Stock, par value $0.0001 per share |
457(a) |
735,325 |
$ 124.82 |
$91,783,266.50 |
0.0001381 |
$12,675.27 |
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Fees Previously Paid |
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Carry Forward Securities |
Carry Forward Securities |
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Total Offering Amounts: |
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$91,783,266.50 |
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$12,675.27 |
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Total Fees Previously Paid: |
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$ 0.00 |
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Total Fee Offsets: |
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$ 0.00 |
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Net Fee Due: |
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$12,675.27 |
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Offering Notes
1 (a) Consists of an aggregate of up to 735,325 shares of the Registrant's common stock, par value $0.0001 per share, issued by the Registrant in a private placement on October 9, 2025, consisting of (i) 502,181 shares of common stock and (ii) up to 233,144 shares of common stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of common stock held by certain selling stockholders. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. (b) Pursuant to Rule 457(c) under the Securities Act, calculated on the basis of the average of the high and low prices per share of common stock reported on The Nasdaq Stock Market on October 28, 2025.
Table 2: Fee Offset Claims and Sources Not Applicable
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Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |
Rules 457(b) and 0-11(a)(2) |
Fee Offset Claims |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Fee Offset Sources |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Rules 457(p) |
Fee Offset Claims |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Fee Offset Sources |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Table 3: Combined Prospectuses Not Applicable
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Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |