0001683553N/AN/AEX-FILING FEES000168355312025-10-292025-10-2900016835532025-10-292025-10-29xbrli:purexbrli:sharesiso4217:USD

 

 

Calculation of Filing Fee Tables

S-3

Spruce Biosciences, Inc.

 

Table 1: Newly Registered and Carry Forward Securities Not Applicable

 

 

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

 

 

 

 

Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

 

 

 

Carry Forward Securities

Carry Forward Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Offering Amounts:

 

$91,783,266.50

 

$12,675.27

 

 

 

 

 

 

 

Total Fees Previously Paid:

 

 

 

$ 0.00

 

 

 

 

 

 

 

Total Fee Offsets:

 

 

 

$ 0.00

 

 

 

 

 

 

 

Net Fee Due:

 

 

 

$12,675.27

 

 

 

 

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.

1


 

Table 2: Fee Offset Claims and Sources Not Applicable

 

 

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

 

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

 

2