0000905148-26-001890.txt : 20260428 0000905148-26-001890.hdr.sgml : 20260428 20260428160941 ACCESSION NUMBER: 0000905148-26-001890 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260428 DATE AS OF CHANGE: 20260428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRUCE BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001683553 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 812154263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91764 FILM NUMBER: 26907789 BUSINESS ADDRESS: STREET 1: 611 GATEWAY BOULEVARD, SUITE 740 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (415) 655-4168 MAIL ADDRESS: STREET 1: 611 GATEWAY BOULEVARD, SUITE 740 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ExodusPoint Capital Management, LP CENTRAL INDEX KEY: 0001736225 ORGANIZATION NAME: EIN: 371875900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 65 E 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6469409426 MAIL ADDRESS: STREET 1: 65 E 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SCHEDULE 13G 1 primary_doc.xml X0202 SCHEDULE 13G 0001736225 XXXXXXXX LIVE Common Stock, par value $0.0001 per share 04/22/2026 0001683553 SPRUCE BIOSCIENCES, INC. 85209E208 611 Gateway Boulevard Suite 740 South San Francisco CA 94080 Rule 13d-1(c) ExodusPoint Capital Management, LP b DE 0 22000 0 22000 22000 N 0.8 IA PN ExodusPoint Capital Partners GP, LLC b DE 0 22000 0 22000 22000 N 0.8 CO HC Michael Gelband b X1 0 22000 0 22000 22000 N 0.8 IN HC SPRUCE BIOSCIENCES, INC. 611 Gateway Boulevard, Suite 740, South San Francisco, California 94080 This statement is filed by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (i) ExodusPoint Capital Management, LP ("ExodusPoint Capital Management") with respect to shares of Common Stock, par value $0.0001 per share ("Shares") of the Issuer held by ExodusPoint Partners Master Fund, LP, an investment fund it manages ("ExodusPoint Master Fund"); (ii) ExodusPoint Capital Partners GP, LLC ("ExodusPoint Capital Partners") with respect to Shares held by ExodusPoint Master Fund; and (iii) Michael Gelband ("Mr. Gelband"), with respect to Shares beneficially owned by ExodusPoint Capital Management and ExodusPoint Capital Partners. ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The address of the principal business office of ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband is 65 East 55th Street, New York, NY 10022. ExodusPoint Capital Management is a Delaware limited partnership. ExodusPoint Capital Partners is a Delaware limited liability company. Mr. Gelband is a United States citizen. Y As of April 27, 2026, each of the Reporting Persons may be deemed the beneficial owner of 22,000 Shares, which are held directly by ExodusPoint Master Fund. ExodusPoint Capital Management, ExodusPoint Capital Partners, and Mr. Gelband directly own no Shares. Pursuant to an investment management agreement, ExodusPoint Capital Management maintains investment and voting power with respect to the securities held by ExodusPoint Master Fund. ExodusPoint Capital Partners is the general partner of ExodusPoint Capital Management. Mr. Gelband controls each of ExodusPoint Capital Management and ExodusPoint Capital Partners. As of April 27, 2026, each of the Reporting Persons may be deemed to beneficially own approximately 0.8% of the Shares outstanding. 0 22,000 0 22,000 N Y N ExodusPoint Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. N See disclosure in Item 4 hereof. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 1: Joint Filing Agreement, dated April 28, 2026 ExodusPoint Capital Management, LP /s/ Timothy Cruise Timothy Cruise, Authorized Signatory 04/28/2026 ExodusPoint Capital Partners GP, LLC /s/ Timothy Cruise Timothy Cruise, Authorized Signatory 04/28/2026 Michael Gelband /s/ Michael Gelband Michael Gelband 04/28/2026 EX-99 2 jfa.htm JFA
 
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated: April 28, 2026
 
 
ExodusPoint Capital Management, LP
 
 
 
By:
/s/ Timothy Cruise
 
Name:
Timothy Cruise
 
Title:
Authorized Signatory
 
 
 
 
ExodusPoint Capital Partners GP, LLC
 
 
 
By:
/s/ Timothy Cruise
 
Name:
Timothy Cruise
 
Title:
Authorized Signatory
 
 
 
 
Michael Gelband
 
 
 
By:
/s/ Michael Gelband