Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 24, 2024, Spruce Biosciences, Inc. (the "Company") received a notice (the "Extension Notice") from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") informing the Company that Nasdaq has granted the Company an additional 180 calendar days, or until April 21, 2025, to regain compliance with the minimum closing bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Rule"). In connection with the Extension Notice, the listing of the Company's common stock will be transferred from the Nasdaq Global Select Market to the Nasdaq Capital Market, effective as of October 28, 2024. The Extension Notice has no other immediate effect on the listing of the Company's common stock.

If at any time before April 21, 2025, the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has achieved compliance with the Rule.

The Company intends to continue actively monitoring the bid price for its common stock between now and April 21, 2025, and will consider available options to resolve the deficiency and regain compliance with the Rule. These options include, but are not limited to, effecting a reverse stock split, if necessary, to attempt to regain compliance. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq Hearings Panel. There is no assurance, however, that the Company will regain compliance with the Rule or that the Company's common stock will not be delisted from Nasdaq.