Cooley advised Spruce Biosciences, Inc., a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for neurological disorders with significant unmet medical need, on the separation of the company's CRHX-101 (formerly SPR-202) program into Adrenyx Biosciences, Inc., a newly formed wholly-owned subsidiary of Spruce that will operate as a dedicated endocrinology company. Spruce currently intends to distribute all of the outstanding shares of Adrenyx common stock to Spruce stockholders on a pro rata basis in a transaction expected to result in two independent, publicly traded companies. In connection with the separation, Adrenyx entered into a secured convertible note purchase agreement with a leading institutional biotechnology investor, pursuant to which Adrenyx may issue secured convertible promissory notes in an aggregate principal amount of up to $10.0 million, of which $5.0 million aggregate principal amount was issued at the initial closing on November 6, 2026. 

The transaction was announced publicly in this press release.

Bill Roegge, Lindsey O’Crump Crow, Valerie Sapozhnikova, Rajdeep Bains and Katherine Denby led the Cooley team advising Spruce.

Mollie Yeh, Jack Edwards, Amarantha Zaniker-Gomez, Simon Borumand and Andrew Nelms provided invaluable support.

Cooley previously advised Spruce on multiple financing rounds and its 2020 IPO, along with a number of licensing transactions including the in-license of the CRHX-101 program.

 

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