Second Amendment to Loan and Security Agreement, by and between the Registrant and Silicon Valley Bank, dated May 10, 2022

Exhibit 10.8

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

SECOND Amendment

to

Loan and security agreement

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of May, 2022, by and among (a) SILICON VALLEY BANK (“Bank”), (b) SPRUCE BIOSCIENCES, INC., a Delaware corporation (“Borrower”).

Recitals

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of September 23, 2019, as amended by that certain First Amendment to Loan and Security Agreement dated as of March 19, 2021 by and between Borrower and Bank (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

“ (ii) Supplemental Term Loans. Subject to Section 2.3(b), the principal amount outstanding for each Supplemental Term Loan shall accrue interest at a floating per annum rate equal to the greater of (A) one-half of one percent (0.50%) above the

Prime Rate or (B) three and three-quarters of one percent (3.75%), in each case, which shall be payable monthly in accordance with Section 2.3(d) hereof.”

“ (k) Monthly Trial Enrollment Reports. Within fifteen (15) days after the end of each month, a report detailing the monthly trial enrollment with respect to Borrower’s CAHmelia clinical trials in form and substance satisfactory to Bank (“Monthly Trial Enrollment Reports”) (provided that, if Bank does not make a Supplemental Term Loan under the Supplemental Second Tranche, Borrower shall not be required to delivery Monthly Trial Enrollment Reports for any month after December 31, 2022).”

“ (a) (i) Maintain all of its and all of its Subsidiaries’ operating accounts, depository accounts, and excess cash with Bank and Bank’s Affiliates, and (ii) conduct all primary banking with Bank, such as letters of credit and business credit cards.”

“ 6.12 Liquidity Requirement. If a Supplemental Term Loan is made under the Supplemental Second Tranche, Borrower shall maintain, at all times, Liquidity of at least $50,000,000.00 (the “Liquidity Threshold”). If Borrower fails to maintain the Liquidity Threshold (which failure in and of itself is not an Event of Default), (the “Trigger Event”), Borrower shall immediately deposit into the Collateral Money Market Account unrestricted and unencumbered cash (other than Liens in favor of Bank) cash in an amount of at least 100.0% of the outstanding Obligations owing to Bank on the date of the Trigger Event (as determined by Bank), to secure all of the outstanding Obligations (other than Bank Services) (a “Cash Collateralization”). Borrower hereby authorizes and directs Bank to transfer to the Collateral Money Market Account an amount equal to 100.0% of the outstanding Obligations (other than Bank Services) owing to Bank, determined on the date of the Trigger Event, if Borrower fails to effect a Cash Collateralization as required under this Section 6.12. Notwithstanding the foregoing, upon the occurrence of the Equity Event, Bank shall transfer any and all funds maintained in the Collateral Money Market Account to another account of Borrower maintained at Bank.”

“ “Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)‑5 under the Exchange Act), directly or indirectly, of 49.0% or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding capital stock of each subsidiary of Borrower free and clear of all Liens (except Liens created by this Agreement).”

“ “Key Person” is Borrower’s Chief Executive Officer.”

“ “Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the Final Payment, the Supplemental Prepayment Fee, the Supplemental Final Payment, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant).”

“ “Supplemental Final Payment Percentage” is (a) for a Supplemental Term Loan made under the Supplemental First Tranche, six percent (6.00%) of the principal amount of the Supplemental First Tranche advanced to Borrower, or (b) for a Supplemental Term Loan made under the Supplemental Second Tranche, four percent (4.00%) of the principal amount of the Supplemental Second Tranche advanced to Borrower.”

“ “Supplemental Interest-Only Period” means, with respect to each Supplemental Term Loan, the period commencing on the Funding Date of such Supplemental Term Loan and continuing through (a) if no Supplemental Term Loan has been made under the Supplemental Second Tranche, December 31, 2022, or (b) if a Supplemental Term Loan has been made under the Supplemental Second Tranche, June 30, 2023.”

“ “Supplemental Prepayment Fee” shall be, with respect to the prepayment of the Supplemental Term Loans, an amount equal to (i) two percent (2.0%) of the then-outstanding principal amount of the Supplemental Term Loans if such prepayment occurs prior to the first (1st) anniversary of the Second Amendment Effective Date, and (ii) one percent (1.0%) of the then-outstanding principal amount of the Supplemental Term Loans if such prepayment occurs on or after the second (2nd) anniversary of the Second Amendment Effective Date, but prior to the Supplemental Term Loan Maturity Date.”

“ “Supplemental Second Tranche Milestone” means that Borrower has delivered evidence to Bank, after the Second Amendment Effective Date but on or prior to December 31, 2022, that it has achieved Performance Milestone 1 and Performance Milestone 2.”

“ “Cash Collateralization” is defined in Section 6.12.”

“ “Cash Pledge Agreement” is that certain Cash Pledge Agreement dated as of the Second Amendment Effective Date executed by Borrower in favor of Bank, but effective only upon the occurrence of a Trigger Event, until the occurrence of the Equity Event.”

“ “Collateral Money Market Account” means a separate segregated collateral money market account of Borrower maintained with Bank, which is subject to the Cash Pledge Agreement, but effective only upon the occurrence of a Trigger Event, until the occurrence of the Equity Event.”

“ “Equity Event” means Borrower has delivered evidence, on or prior to September 30, 2024, satisfactory to Bank in Bank’s sole but reasonable discretion, that Borrower has received, after the Second Amendment Effective Date, but on or prior to September 30, 2024, unrestricted and unencumbered net cash proceeds from the issuance and sale of its equity securities to investors satisfactory to Bank in its sole but reasonable discretion, in an aggregate amount of at least [***].”

“ “Liquidity” means Borrower’s unrestricted and unencumbered cash and Cash Equivalents maintained at Bank or Bank’s Affiliates.

“ “Liquidity Threshold” is defined in Section 6.12.”

“ “Monthly Trial Enrollment Reports” is defined in Section 6.2(k).”

“ “Performance Milestone 1” means Borrower has delivered evidence to Bank, on or prior to December 31, 2022, satisfactory to Bank in Bank’s sole but reasonable discretion, that Borrower has achieved, on or prior to [***], (a) [***], and (b) [***].”

“ “Performance Milestone 2” means Borrower has delivered evidence to Bank, on or prior to December 31, 2022, satisfactory to Bank in Bank’s sole but reasonable discretion, that Borrower has received, after the Second Amendment Effective Date, but on or prior to [***], unrestricted and unencumbered net cash proceeds in an aggregate amount of at least $[***] from (a) [***] and/or (b) [***].”

“ “Trigger Event” is defined in Section 6.12.”

[Signature page follows.]

In Witness Whereof, the parties hereto have caused this Amendment to be executed as of the date first written above.

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK Date: FROM: SPRUCE BIOSCIENCES, INC.

Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank dated as of the Effective Date (the “Agreement”), Borrower is in complete compliance for the period ending _ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Other Matters

The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”)