Spruce Biosciences announced a $50 million private placement financing to advance its lead enzyme replacement therapy, tralesinidase alfa, for the treatment of Sanfilippo Syndrome Type B (MPS IIIB) through a biologics license application submission in the first quarter of 2026 and potential U.S. commercial launch in late 2026.
The late-stage biopharmaceutical company, which focuses on developing novel therapies for neurological disorders with significant unmet medical need, entered into a definitive securities purchase agreement expected to generate approximately $50 million in gross proceeds before deducting offering expenses. The private placement is expected to close on or about October 9, 2025, subject to customary closing conditions.
Financing Structure and Terms
Under the securities purchase agreement, investors agreed to purchase approximately 502,181 shares of common stock at $68.00 per share. As part of their investment, certain investors are purchasing pre-funded warrants to purchase up to 233,144 shares of common stock at $67.99 per warrant, which equals the purchase price per share minus the $0.01 exercise price. The pre-funded warrants will be exercisable for five years following issuance.
Leerink Partners, Citizens Capital Markets and H.C. Wainwright & Co. are serving as placement agents for the financing, while Oppenheimer & Co. is acting as capital markets advisor.
Regulatory Pathway and Commercial Timeline
The funding is specifically intended to carry the tralesinidase alfa enzyme replacement therapy (TA-ERT) program through biologics license application submission in the first quarter of 2026. The company anticipates a potential U.S. commercial launch in late 2026, representing a significant milestone for patients with Sanfilippo Syndrome Type B.
Securities Details
The common stock offering is being conducted as a private placement not involving a public offering, with shares not registered under the Securities Act of 1933 or applicable state securities laws. The securities cannot be reoffered or resold in the United States except pursuant to an effective registration statement or applicable exemption from registration requirements. Investors have been granted customary resale registration rights for the shares issued in the financing.
