基本统计
| CIK | 1772028 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Scopus BioPharma Inc.
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39788 Scopus BioPharma Inc. (Exact name of registrant as specified in i |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 SCOPUS BIOPHARMA INC. |
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| August 18, 2023 |
Exhibit 3.1 Delaware The First State Page 1 6384624 8100 Authentication: 203959432 SR# 20233239038 Date: 08-14-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SCOPUS BIOPHARMA INC.”, FILED IN THIS OFFICE ON TH |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended from to Commission File Numb |
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| August 11, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 SCOPUS BIOPHARMA INC. |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statem |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statem |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended from to Commission File Num |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| April 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| April 14, 2023 |
Form of Subscription Agreement for Shares of Common Stock Exhibit 10.26 Name of Investor: For U.S. Investors: Social Security Number or EIN: SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK Scopus BioPharma Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”) hereby agree as follows: 1.Subscription for Shares. The Investor hereby subscribes for and agrees to purchase shares of common stock, par value $0.001 per sha |
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| April 14, 2023 |
Exhibit 10.25 EXECUTION COPY EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2022, is entered into among SCOPUS BIOPHARMA INC., a Delaware corporation (“Scopus”), DUET BIOTHERAPUETICS INC., a Delaware corporation (“Duet”), and (the “Holder”). WHEREAS, Holder currently holds Series W Warrants of Scopus to purchase Series B Units of Scopus (the “Existing Warrant”); and W |
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| March 31, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-39788 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 SCOPUS BIOPHARMA INC. |
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| December 2, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 SCOPUS BIOPHARMA INC. |
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| December 2, 2022 |
PRE 14A 1 tm2231852d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rul |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 15, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-39788 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| October 20, 2022 |
Exhibit 10.1 FORM OF EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated as of , 2022, is entered into among SCOPUS BIOPHARMA INC., a Delaware corporation (?Scopus?), DUET BIOTHERAPUETICS INC., a Delaware corporation (?Duet?), and (the ?Holder?). WHEREAS, Holder currently holds Series W Warrants of Scopus to purchase Series B Units of Scopus (the ?Existing Warrant?); and WHEREAS, |
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| October 20, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 SCOPUS BIOPHARMA INC. |
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| October 19, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 SCOPUS BIOPHARMA INC. |
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| October 19, 2022 |
Exhibit 99.1 Scopus Biopharma Completes Recapitalization Designed To Enhance Shareholder Value Warrants to Purchase Approximately 21 Million Scopus Shares Eliminated Scopus BioPharma?s Pure Play Immuno-Oncology Subsidiary, Duet BioTherapeutics, Independently Valued at $25 Million Scopus Maintains Approximately 90% Ownership Stake in Duet Duet Being Positioned to Go Public in 2023 New York, New Yor |
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| October 7, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 SCOPUS BIOPHARMA INC. |
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| September 16, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 SCOPUS BIOPHARMA INC. |
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| September 2, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 SCOPUS BIOPHARMA INC. |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 15, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 SCOPUS BIOPHARMA INC. |
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| May 27, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 SCOPUS BIOPHARMA INC. |
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| May 20, 2022 |
Exhibit 99.1 Sydney, May 19, 2022 Scopus Biopharma Inc. Attn. Joshua R. Lamstein: I, Paul Hopper, submit this letter as official notification of my intent to resign from my position as Director of Scopus Biopharma Inc. (?the Company?), effective immediately. I was certified as a Board member in June 2020, when the Company acquired Bioscience Oncology?a company that I founded, and for which Scopus |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 SCOPUS BIOPHARMA INC. |
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| May 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 13, 2022 |
Exhibit 99.1 Ashish Sanghrajka New York, NY May 11, 2022 To: Scopus Biopharma Inc. Attn. Joshua R. Lamstein: I, Ashish Sanghrajka, submit this letter as official notification of my intent to resign from my position as Director of Scopus Biopharma Inc. (the ?Company?), effective immediately. Throughout my time as a Director, former President, and former CFO of the Company, Ira S. Greenspan, Joshua |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 SCOPUS BIOPHARMA INC. |
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| May 13, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-39788 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 SCOPUS BIOPHARMA INC. |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| April 29, 2022 |
Exhibit 99.1 April 26, 2022 Scopus Biopharma Inc. Attn. Joshua R. Lamstein I, Joshua Levine, submit this letter as official notification of my intent to resign from my position as director of Scopus Biopharma Inc. (the ?Company?), effective immediately. I was certified as a board member in January 2022, and was excited to take on the responsibilities of the position. Unfortunately, it became appar |
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| April 29, 2022 |
Exhibit 99.2 Scopus Biopharma Inc. April 26, 2022 Attn. Joshua R. Lamstein I, Mordechai Hacham, submit this letter as official notification of my intent to resign from my position as director of Scopus Biopharma Inc. (the ?Company?), effective immediately. I was certified as a board member in January 2022 and was excited to take on the responsibilities of the position. Unfortunately, it became app |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 SCOPUS BIOPHARMA INC. |
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| April 15, 2022 |
Exhibit 21.1 Subsidiaries of Registrant Vital Spark, Inc. Delaware Scopus BioPharma Israel Ltd. Israel Duet BioTherapeutics Inc. Delaware Bioscience Oncology Pty Ltd Australia ? |
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| April 15, 2022 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 8, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 SCOPUS BIOPHARMA INC. |
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| April 1, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-39788 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 24, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 SCOPUS BIOPHARMA INC. |
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| March 23, 2022 |
Exhibit 99.1 TLR9 activation and STAT3 inhibition: a bifunctional approach to immuno - oncology March 2022 STING & TLR - Targeting Therapies Summit 2022 Investment highlights 2 Duet?s platform provides a unique approach to treating hematological malignancies and solid tumor cancers Strong IP position Duet has 4 issued patents and 4 submitted PCT applications that cover the technologies that make u |
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| March 23, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 SCOPUS BIOPHARMA INC. |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 SCOPUS BIOPHARMA INC. |
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| February 25, 2022 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 SCOPUS BIOPHARMA INC. |
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| February 18, 2022 |
Exhibit 16.1 February 18, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Sir or Madam: We have read Item 4.01 of Form 8-K dated February 18, 2022, of Scopus BioPharma Inc. and Subsidiaries and agree with the statements contained in paragraphs 1, 2, 3 and 4 therein. We have no basis to agree or disagree with other statements of |
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| February 18, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 SCOPUS BIOPHARMA INC. |
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| February 15, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Scopus BioPharma Inc. This Joint Filing Agreement shall be |
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| February 15, 2022 |
SCPS / Scopus Biopharma Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment SC 13G 1 d306698dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Scopus BioPharma Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 809171101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| January 20, 2022 |
Exhibit 10.2 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2022 (this ?Amendment?), among SCOPUS BIOPHARMA INC., a Delaware corporation (the ?Company?) and the holder signatory hereto (the ?Holder?). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Rights Agreem |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 SCOPUS BIOPHARMA INC. |
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| January 20, 2022 |
Filed Pursuant to Rule 424(b)(2) Registration No. 333-261991 PROSPECTUS 3,000,000 shares of Common Stock 3,000,000 shares of Common Stock issuable upon the exercise of additional investment options This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 6,000,000 shares of our common stock, consisting of (i) 3,000,000 shares of |
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| January 20, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of January 14, 2022 (this ?Amendment?), among SCOPUS BIOPHARMA INC., a Delaware corporation (the ?Company?) and the Purchaser signatory hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement, as defined herein. |
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| January 13, 2022 |
VIA EDGAR January 13, 2022 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N. |
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| January 10, 2022 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 SCOPUS BIOPHARMA INC. |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| January 4, 2022 |
As filed with the Securities and Exchange Commission on January 3, 2022 As filed with the Securities and Exchange Commission on January 3, 2022 Registration Statement No. |
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| December 27, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 SCOPUS BIOPHARMA INC. |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 17, 2021 |
DEFA14A 1 tm2135743d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| December 16, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant?????????? ??? ????Filed by a Party other than the Registrant?? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2021 SCOPUS BIOPHARMA INC. |
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| November 26, 2021 |
SCPS / Scopus Biopharma Inc / HCFP/Capital Partners 18B-1 LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) Joshua R. Lamstein 420 Lexington Avenue, Suite 300 New York, New York 10170 Phone: (212) 479-2513 (Name, Address and Telephone Number of Person Auth |
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| November 26, 2021 |
Form of Registration Rights Agreement, dated as of November 21, 2021 Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of November 21, 2021, between Scopus Biopharma, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securi |
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| November 26, 2021 |
Form of Securities Purchase Agreement, dated as of November 21, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 21, 2021 between Scopus Biopharma, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditio |
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| November 26, 2021 |
SCPS / Scopus Biopharma Inc / HCFP/Capital Partners 18B-2 LLC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock Title of Class of Securities) 809171101 (CUSIP Number) Joshua R. Lamstein 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Name, Address and Telephone Number of Person Authoriz |
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| November 26, 2021 |
Exhibit 99.2 TO: The Purchasers of Scopus BioPharma Inc. (the ?Company?), Common Stock and Warrants To Whom It May Concern: This letter agreement (the ?Agreement?) will confirm my agreement to vote all shares of Scopus BioPharma Inc. voting stock over which the undersigned has voting control in favor of any resolution presented to the shareholders of the Company to approve the increase in the auth |
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| November 26, 2021 |
Exhibit 99.1 AGREEMENT AS TO A JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that (1) only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership be each of the undersigned of shares of common stock of S |
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| November 26, 2021 |
AGREEMENT AS TO A JOINT FILING OF SCHEDULE 13D Exhibit 99.1 AGREEMENT AS TO A JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that (1) only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of S |
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| November 26, 2021 |
AGREEMENT AS TO A JOINT FILING OF SCHEDULE 13D Exhibit 99.1 AGREEMENT AS TO A JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that (1) only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of S |
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| November 26, 2021 |
SCPS / Scopus Biopharma Inc / SCPS/Strategic Capital Partners LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) Joshua R. Lamstein 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Name, Address and Telephone Number of Person Authori |
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| November 26, 2021 |
Form of Series B Additional Investment Option Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 26, 2021 |
Warrant Contribution Agreement, dated as of November 21, 2021 Exhibit 10.3 WARRANT CONTRIBUTION AGREEMENT THIS WARRANT CONTRIBUTION AGREEMENT (this ?Agreement?) is made as of this 23rd day of November, 2021, by and between Scopus BioPharma Inc., a Delaware corporation (the ?Company?) and HCFP/Capital Partners 18B-2 LLC, a Delaware limited liability company (?HCFP?). WHEREAS, in connection with the transactions contemplated by that certain Securities Purchase |
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| November 26, 2021 |
Exhibit 99.2 TO: The Purchasers of Scopus BioPharma Inc. (the ?Company?), Common Stock and Warrants To Whom It May Concern: This letter agreement (the ?Agreement?) will confirm my agreement to vote all shares of Scopus BioPharma Inc. voting stock over which the undersigned has voting control in favor of any resolution presented to the shareholders of the Company to approve the increase in the auth |
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| November 26, 2021 |
Form of Series A Additional Investment Option Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 26, 2021 |
Exhibit 99.2 TO: The Purchasers of Scopus BioPharma Inc. (the “Company”), Common Stock and Warrants To Whom It May Concern: This letter agreement (the “Agreement”) will confirm my agreement to vote all shares of Scopus BioPharma Inc. voting stock over which the undersigned has voting control in favor of any resolution presented to the shareholders of the Company to approve the increase in the auth |
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| November 26, 2021 |
Form of Placement Agent Additional Investment Option Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 26, 2021 |
Scopus BioPharma Announces $9.75 Million Private Placement Priced At-The-Market Exhibit 99.1 Scopus BioPharma Announces $9.75 Million Private Placement Priced At-The-Market New York, New York, November 22, 2021 ? Scopus BioPharma Inc. (Nasdaq: ?SCPS?), a clinical-stage biopharmaceutical company developing transformational therapeutics for serious diseases with significant unmet medical need, today announced it has entered into securities purchase agreements with certain insti |
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| November 24, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definiti |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 12, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy |
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| October 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 6, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| September 30, 2021 |
Indemnification Agreement, dated as of September 26, 2021 Exhibit 10.21 Execution Copy INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of September 26, 2021 (the ?Effective Date?), by and among HCFP/Portfolio Services LLC, a Delaware limited liability company (?HCFP?), Scopus BioPharma Inc., a Delaware corporation (the ?Company?), and HCFP?s principals, Ira Greenspan, Joshua Lamstein, and Robert Gibson (together, th |
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| September 30, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2021 SCOPUS BIOPHARMA INC. |
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| September 30, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment no. 1) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| September 16, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by R |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 SCOPUS BIOPHARMA INC. |
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| September 13, 2021 |
Exhibit 99.1 Launch of Duet Therapeutics, a wholly - owned immuno - oncology subsidiary of Scopus BioPharma September 2021 DISCLAIMERS This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements regarding Scopus BioPharma Inc . , ?Scopus? or the ?Company? that are not historical fact, including, but not limited |
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| August 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| August 13, 2021 |
Stock Exchange Agreement, dated June 25, 2021 Exhibit 10.18 STOCK EXCHANGE AGREEMENT by and among SCOPUS BIOPHARMA INC., and THE SELLERS PARTY HERETO ? ? ? ? ? STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT (this ?Agreement?) is entered into by and among (i) Scopus BioPharma Inc., a Delaware corporation (?Scopus?) and (ii) the individual signatories to this Agreement, each of whom is individually referred to as a ?Seller? and collecti |
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| August 13, 2021 |
Decoy Exclusive License Agreement, dated June 25, 2021 Exhibit 10.20 ? Information has been excluded that is not material and which the company treats as confidential. ? CONFIDENTIAL EXECUTION VERSION ? EXCLUSIVE LICENSE AGREEMENT ? THIS EXCLUSIVE LICENSE AGREEMENT (the ?Agreement?) is made and entered into as of the 25 day of June, 2021 (the ?Effective Date?) by and Olimmune, Inc., a Delaware corporation having its principal place of business at 1021 |
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| August 13, 2021 |
ASO Exclusive License Agreement, dated June 25, 2021 ? Exhibit 10.19 ? Information has been excluded that is not material and which the company treats as confidential. ? ? ? CONFIDENTIAL EXECUTION VERSION ? EXCLUSIVE LICENSE AGREEMENT ? THIS EXCLUSIVE LICENSE AGREEMENT (the ?Agreement?) is made and entered into as of the 25th day of June, 2021 (the ?Effective Date?) by and Olimmune, Inc., a Delaware corporation having its principal place of business |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 12, 2021 |
SCPS / Scopus Biopharma Inc / HCFP/Capital Partners 18B-2 LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) Joshua R. Lamstein, 420 Lexington Avenue, Suite 300 New York, New York 10170/ Phone: (212) 479-2513 (Name, Address and Telephone Number of Person Au |
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| August 12, 2021 |
SCPS / Scopus Biopharma Inc / SCPS/Strategic Capital Partners LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) Joshua R. Lamstein, 420 Lexington Avenue, Suite 300 New York, New York 10170/ Phone: (212) 479-2513 (Name, Address and Telephone Number of Person Au |
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| July 13, 2021 |
SCPS / Scopus Biopharma Inc / Kortylewski Marcin - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) June 25, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? |
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| July 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 SCOPUS BIOPHARMA INC. |
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| July 1, 2021 |
Exhibit 99.1 Scopus BioPharma Expands Immunotherapy Pipeline with Acquisition of Olimmune Transaction Creates Global Leader in Oligonucleotide Cancer Therapeutics Combined Assets Target Broad Range of Hematological Malignancies and Solid Tumors New York, New York, June 30, 2021 ? Scopus BioPharma Inc. (Nasdaq: ?SCPS?), a clinical-stage biopharmaceutical company developing transformational therapeu |
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| July 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 SCOPUS BIOPHARMA INC. |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended from to Commission File Number: 001-39788 SCO |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment no. 1)* SCOPUS BIOPHARMA INC. (Name of Company) Common Stock, par value $0.001 per share (Title of Class of Securities) 809171101 (CUSIP Number of Class of Securities) Anna T. Pinedo Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020 (212) 506-2275 |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. )* SCOPUS BIOPHARMA INC. (Name of Company) Common Stock, par value $0.001 per share (Title of Class of Securities) 809171101 (CUSIP Number of Class of Securities) Anna T. Pinedo Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020 (212) 506-2275 (N |
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| March 29, 2021 |
Description of securities registered under Section 12 of the Exchange Act of 1934 EXHIBIT 4.9 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is the description of the securities of Scopus BioPharma Inc. (the ?Company?) currently registered under Section 12 of the Securities Exchange Act of 1934 (the ?Exchange Act?). The following description summarizes the most important terms of these securities. |
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| March 29, 2021 |
Amended and Restated By-laws of the Registrant EXHIBIT 3.2 SCOPUS BIOPHARMA INC. AMENDED AND RESTATED BY-LAWS ARTICLE I Offices Section 1.01 Registered Office. The registered office of Scopus BioPharma Inc. (the "Corporation") will be fixed in the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39788 SCOPUS BIOPHAR |
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| March 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 SCOPUS BIOPHARMA INC. |
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| March 19, 2021 |
Exhibit 99.1 Scopus BioPharma Finalizes Arrangements for Submission of IND Package Submission to FDA Expected in Q2 2021 New York, New York, March 15, 2021 ? Scopus BioPharma Inc. (Nasdaq: ?SCPS?) today announced the finalization of arrangements for the completion of the investigational new drug (?IND?) package for the company?s lead drug candidate and its submission to the United States Food and |
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| February 26, 2021 |
Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39788 SCOPUS BIOPHARMA INC (Exact name |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SCOPUS BIOPHARMA INC. (Name of Issuer) Common Stock (Title of Class of Securities) 809171101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 1, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 SCOPUS BIOPHARMA INC. |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 SCOPUS BIOPHARMA INC. |
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| February 1, 2021 |
EX-99.1 2 tm214860d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Scopus BioPharma Announces Exchange Offer Exchange Would Provide Incentives for Long-Term Ownership by Existing and Prospective New Investors New York, New York, January 27, 2021 – Scopus BioPharma Inc. (Nasdaq: “SCPS”) today announced that it intends to effectuate an exchange offer (the “Exchange”) pursuant to which Scopus BioPharma common |
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| February 1, 2021 |
Press Release dated January 27, 2021 Exhibit 99.1 Scopus BioPharma Announces Exchange Offer Exchange Would Provide Incentives for Long-Term Ownership by Existing and Prospective New Investors New York, New York, January 27, 2021 – Scopus BioPharma Inc. (Nasdaq: “SCPS”) today announced that it intends to effectuate an exchange offer (the “Exchange”) pursuant to which Scopus BioPharma common stock would become exchangeable for units (t |
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| January 28, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PROJECT18 INC.”, CHANGING ITS NAME FROM “PROJECT18 INC.” TO “SCOPUS BIOPHARMA INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF DECEMBER, A.D. 2017, AT 5:50 O’ CLOCK P.M. /s/ Jeffrey W. Bullock Jef |
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| January 28, 2021 |
Amended and Restated By-laws of the Registrant Exhibit 3.2 SCOPUS BIOPHARMA INC. AMENDED AND RESTATED BY-LAWS ARTICLE I Offices Section 1.01 Registered Office. The registered office of Scopus BioPharma Inc. (the "Corporation") will be fixed in the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware |
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| January 28, 2021 |
Exhibit 10.1 scopus biopharma INC. 2018 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this 2018 EQUITY INCENTIVE PLAN (the “Plan”) is to assist Scopus BioPharma Inc., a Delaware corporation (the “Company”), in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company by enab |
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| January 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39788 SCOPUS BIOPHARMA INC (Exact name of registrant as sp |
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| January 28, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 253(g)(1) File No. 024-11228 Offering Circular 1,000,000 Shares Common Stock We are offering 1,000,000 shares of our common stock. The public offering price is $9.00 per share. Our common stock is listed on The Nasdaq Global Market under the symbol “SCPS”. On January 25, 2021, the last sale price of our common stock on Nasdaq was $12.09 per share. We are |
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| January 26, 2021 |
Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, NY 10170 January 26, 2021 Ms. Margaret Schwartz Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Scopus BioPharma Inc. Post Qualification Amendment No. 3 to Form 1-A Filed: January 26, 2021 File No.: 024-11228 Acceleration Request Requested Date: Jan |
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| January 26, 2021 |
EX1A-1 UNDR AGMT 3 tm211851d5ex1-1.htm EX1A-1 UNDR AGMT Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2021 The Benchmark Company, LLC 150 East 58th St., 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Ag |
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| January 26, 2021 |
Form of Underwriter Share Purchase Option Exhibit 3.10 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) BEGINNING O |
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| January 26, 2021 |
EX1A-11 CONSENT 5 tm211851d5ex11-1.htm EXHIBIT 11.1 Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma, Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 3 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned r |
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| January 26, 2021 |
TABLE OF CONTENTS Post-Qualification Offering Circular Amendment No. 3 File No.: 024-11228 Explanatory Note This post-qualification offering circular amendment no. 3 amends the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission (the “Commission”) on September 23, 2020, as amended by post-qualification offering circular amendment no. 1, which was qualified by the C |
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| January 26, 2021 |
Exhibit 12.1 January 26, 2021 Board of Directors Scopus Biopharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 RE: Scopus Biopharma Inc. Opinion Letter Gentlemen: We have acted as counsel to Scopus Biopharma Inc., a Delaware corporation (the “Company”), in connection with the post qualification Offering Statement on Form 1-A (the “Offering Statement”), initially filed on January 1 |
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| January 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 SCOPUS BIOPHARMA INC. |
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| January 20, 2021 |
Exhibit 99.2 Scopus BioPharma Announces Completion of Clinical Lot Manufacture Manufactured Lot Fulfills Requirements for Planned Phase 1 Clinical Trial Key milestone to enable finalization of IND package for submission to FDA New York, New York, January 19, 2021 – Scopus BioPharma Inc. (Nasdaq: “SCPS”) today announced the completion of clinical lot manufacturing fulfilling the requirements for th |
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| January 20, 2021 |
Follow - On Offering Presentation January 202 1 Exhibit 99.1 Follow - On Offering Presentation January 202 1 Disclaimers Scopus BioPharma Inc . (“Scopus”) has filed an offering statement (including an offering circular) with the Securities and Exchange Commission (“SEC”) for the offering of Scopus shares of common stock to which this presentation relates . You should read the offering circular and other documents Scopus has filed with SEC for m |
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| January 15, 2021 |
PART II AND III 2 tm211851-21apos.htm PART II AND III TABLE OF CONTENTS Post-Qualification Offering Circular Amendment No. 2 File No.: 024-11228 Explanatory Note This post-qualification offering circular amendment no. 2 amends the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission (the “Commission”) on September 23, 2020, as amended by post-qualification offering |
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| January 15, 2021 |
Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 2 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to t |
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| December 17, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 253(g)(1) File No. 024-11228 Offering Circular 500,000 Shares Common Stock This is a public offering of our common stock. The public offering price is $5.50 per share. There are no selling stockholders in this offering. Prior to this offering, there has been no public market for our securities. We have applied to have our common stock listed on The Nasdaq |
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| December 10, 2020 |
Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, NY 10170 December 11, 2020 Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, NY 10170 December 11, 2020 Ms. Laura Crotty Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Scopus BioPharma Inc. Post Qualification Amendment No. 1 to Form 1-A Filed: December 7, 2020 File No.: 024-11228 Acceleration Request Requested Date: Decembe |
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| December 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCOPUS BIOPHARMA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-1248020 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 420 Lexington Avenue, |
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| December 7, 2020 |
Exhibit 3.10 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY |
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| December 7, 2020 |
TABLE OF CONTENTS Post-Qualification Offering Circular Amendment No. 1 File No.: 024-11228 Explanatory Note This post-qualification offering circular amendment no. 1 amends the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission on September 23, 2020. TABLE OF CONTENTS An offering statement pursuant to Regulation A relating to these securities has been filed with t |
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| December 7, 2020 |
Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 1 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned report in the Offering Statement on Amendment No. 1 to |
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| December 7, 2020 |
Exhibit 12.1 December 7, 2020 Board of Directors Scopus Biopharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 RE: Scopus Biopharma Inc. Opinion Letter Gentlemen: We have acted as counsel to Scopus Biopharma Inc., a Delaware corporation (the “Company”), in connection with the Offering Statement on Form 1-A (the “Offering Statement”), filed by the Company with the Securities and Ex |
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| December 3, 2020 |
Mark J. Wishner Tel: 703-749-1352 [email protected] December 3, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Laura Crotty Celeste Murphy Re: Scopus BioPharma Inc. Post-Effective Amendment to Form 1-A Response dated December 1, 2020 File No. 024-11228 Ladies: On behalf of Scopus BioP |
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| December 1, 2020 |
Mark J. Wishner Tel: 703-749-1352 [email protected] December 1, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Laura Crotty Celeste Murphy Re: Scopus BioPharma Inc. Post-Qualification Amendment to Form 1-A Filed November 17, 2020 File No. 024-11228 Gentlemen: On behalf of Scopus BioPh |
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| November 17, 2020 |
Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Form 1-A. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to the use of our name as it appears under t |
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| November 17, 2020 |
TABLE OF CONTENTS Post-Qualification Offering Circular Amendment No. 1 File No.: 024-11228 Explanatory Note This post-qualification offering circular amendment no. 1 amends the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission on September 23, 2020. TABLE OF CONTENTS An offering statement pursuant to Regulation A relating to these securities has been filed with t |
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| September 29, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 253(g)(1) File No. 024-11228 Offering Circular 1,000,000 Shares Common Stock This is a public offering of our common stock. The public offering price is expected to be between $5.25 and $5.75 per share. There are no selling stockholders in this offering. Prior to this offering, there has been no public market for our securities. We have applied to have ou |
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| September 29, 2020 |
Filed Pursuant to Rule 253(g)(2) File No. 024-11228 SUPPLEMENT NO. 1 DATED SEPTEMBER 29, 2020 TO OFFERING CIRCULAR DATED SEPTEMBER 23, 2020 This supplement to the offering circular of Scopus BioPharma Inc. dated September 23, 2020 (the “Offering Circular”) supplements the Offering Circular, available at https://www.sec.gov/Archives/edgar/data/1772028/000110465920109611/tm2024664-8253g1.htm, by inc |
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| September 29, 2020 |
Filed Pursuant to Rule 253(g)(2) File No. 024-11137 EXPLANATORY NOTE This is a supplement to the offering circular of Scopus BioPharma Inc. (the “Company”) dated February 4, 2020 (the “Offering Circular”), available at https://www.sec.gov/Archives/edgar/data/1772028/000110465920013793/tv538014-253g1.htm. Additional information about the Company is available in its annual report on Form 1-K for the |
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| September 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA x SEMIANNUAL REPORT PURSUANT TO REGULATION A or ¨ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2020 Scopus BioPharma Inc. (Exact name of issuer as specified in its charter) Delaware 82-1248020 (State or other jurisdiction of incorporation or organization) (I.R.S. E |
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| September 21, 2020 |
Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 September 21, 2020 Ms. Ada D. Sarmento Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Scopus BioPharma Inc. Amendment No. 3 to Form 1-A Filed: September 2, 2020 File No.: 024-11228 Qualification Request Requested Date: September 23, |
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| September 2, 2020 |
Exhibit 6.2 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Pa |
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| September 2, 2020 |
Exhibit 6.1 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Pa |
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| September 2, 2020 |
Patent Health Service License Agreement with the National Institutes of Health† EX1A-6 MAT CTRCT 7 tm2024664d7ex6-5.htm EXHIBIT 6.5 Exhibit 6.5 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“P |
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| September 2, 2020 |
Exhibit 6.14 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. RESEARCH AND LICENSE AGREEMENT This Research and License Agreement (“Agreement”) is made in Jerusalem this 8 day of August 2019 (the “Effective Date”), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSIT |
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| September 2, 2020 |
Clil Medical Ltd. Management Services Agreement* Exhibit 6.8 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between Clil Medical Ltd., an Israeli corporation (“Clil"), and Project18 Inc., a Delaware corporation ("Company"). WHEREAS, Morris C. Laster, M.D. (“Laster”) is the sole principal of Clil; and WHEREAS, the Company desires that Clil make L |
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| September 2, 2020 |
Exhibit 6.6 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. RESEARCH AND LICENSE AGREEMENT This Research and License Agreement (“Agreement”) is made in Jerusalem this 5 day of March 2019 (the “Effective Date”), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY |
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| September 2, 2020 |
Consent of Citrin Cooperman & Company, LLP Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 3 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned report in the Offering Statement on Amendment No. 3 to |
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| September 2, 2020 |
HCFP/Strategy Advisors LLC Management Services Agreement* Exhibit 6.9 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between HCFP/Strategy Advisors LLC, a Delaware limited liability company (“HCFP”), and Project18 Inc., a Delaware corporation ("Company"). WHEREAS, HCFP desires to provide management services to the Company; and WHEREAS, the Company desire |
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| September 2, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 2, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 2, 2020 |
Cooperative Research and Development Agreement with the National Institutes of Health† Exhibit 6.3 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Tran |
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| September 2, 2020 |
Second Amendment to Cooperative Research and Development Agreement† Exhibit 6.4 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DEPARTMENT OF HEALTH AND HUMAN SERVICES National Institute On Alcohol Abuse And Alcoholism National Institutes of Health 5625 Fishers Lane Bethesda, MD 20892 USA Second Amendment To the Cooperative Research and Development Agree |
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| September 2, 2020 |
Exclusive License Agreement with City of Hope for CO-sTiRNA† Exhibit 6.17 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. exclusive LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of June 2020 (the “Effective Date”) by and between Scopus BioPharma Inc., a Delaware corporation with a |
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| August 10, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 10, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2020 |
Mark J. Wishner Tel: 703-749-1352 [email protected] United States securities and exchange commission logo August 10, 2020 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Ada D. Sarmento Celeste Murphy Re: Scopus BioPharma Inc. Amendment No. 1 to Offering Statement on |
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| August 10, 2020 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT August [ ], 2020 The Benchmark Company, LLC 150 East 58th St., 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (herein |
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| August 10, 2020 |
Consent of Citrin Cooperman & Company, LLP Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 2 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned report in the Offering Statement on Amendment No. 2 to |
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| August 10, 2020 |
Kilinwata Investments Pty Ltd Management Services Agreement* Exhibit 6.19 Scopus BioPharma Inc. 420 Lexington Avenue Suite 300 New York, New York 10170 Life Science Portfolio Managers Attention: Mr Paul Hopper 101/50 McLachlan Avenue RUSHCUTTERS BAY NSW 2011 Dear Paul, Appointment as Co-Chairman This letter agreement (Agreement) outlines the terms on which Kilinwata Investments Pty Ltd, as trustee for the Life Science Portfolio Managers Trust (Kilinwata), h |
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| July 22, 2020 |
Conditional Stock Purchase Agreement dated as of June 8, 2020 Exhibit 6.18 CONDITIONAL STOCK PURCHASE AGREEMENT by and among SCOPUS BIOPHARMA INC. and THE SELLERS PARTY HERETO dated as of June 8, 2020 CONDITIONAL STOCK PURCHASE AGREEMENT This CONDITIONAL STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2020, is entered into among (i) Scopus BioPharma Inc., a Delaware corporation (“Purchaser”), (ii) Bioscience Oncology Pty Ltd (ACN: 632 972 39 |
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| July 22, 2020 |
Mark J. Wishner Tel: 703-749-1352 [email protected] July 22, 2020 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Ada D. Sarmento Celeste Murphy Re: Scopus BioPharma Inc. Offering Statement on Form 1-A Filed May 29, 2020 File No. 024-11228 Ladies: On behalf of Scopus |
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| July 22, 2020 |
As filed with the Securities and Exchange Commission on July 22, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 22, 2020 |
Exclusive License Agreement with City of Hope for STAT3 Inhibitor+ Exhibit 6.17 exclusive LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of June 2020 (the “Effective Date”) by and between Scopus BioPharma Inc., a Delaware corporation with a principal place of business at 420 Lexington Avenue, New York, New York 10170 (“Scopus”), and City of Hope, a California nonprofit public benefit corporation lo |
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| July 22, 2020 |
Amended and Restated Employment Agreement with Ashish P. Sanghrajka* Exhibit 6.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is dated the 10th day of June, 2020, between Scopus BioPharma Inc., a Delaware corporation (“Company”), and Ashish P. Sanghrajka (“Executive”). RECITALS WHEREAS, Company entered into an Employment Agreement with Executive dated as of August 1, 2019 (the “Prior Agreement”) and Co |
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| July 22, 2020 |
Consent of Citrin Cooperman & Company, LLP Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Amendment No. 1 to Form 1-A (File No. 024-11228). We consent to the use of the aforementioned report in the Offering Statement on Amendment No. 1 to |
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| June 12, 2020 |
Filed Pursuant to Rule 253(g)(2) File No. 024-11137 EXPLANATORY NOTE This is a supplement to the offering circular of Scopus BioPharma Inc. (the “Company”) dated February 4, 2020 (the “Offering Circular”), available at https://www.sec.gov/Archives/edgar/data/1772028/000110465920013793/tv538014-253g1.htm. Additional information about the Company is available in its annual report filed on Form 1-K f |
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| May 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Address, including zip code, and tele |
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| May 29, 2020 |
Consent of Citrin Cooperman & Company, LLP Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries contained in this Offering Statement on Form 1-A. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to the use of our name as it appears under t |
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| May 18, 2020 |
Filed Pursuant to Rule 253(g)(2) File No. 024-11137 SUPPLEMENT DATED MAY 18, 2020 TO OFFERING CIRCULAR DATED FEBRUARY 4, 2020 This supplement to the offering circular supplements the offering circular of Scopus BioPharma Inc. dated February 4, 2020, as the same may be amended or supplemented from time to time, a copy of which may be accessed here, by incorporating by reference our annual report on |
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| May 15, 2020 |
Second Amendment to HCFP/Portfolio Services LLC Management Services Agreement^^^ Exhibit 6.12 SCOPUS BIOPHARMA INC. 420 Lexington Avenue, Suite 300 New York, New York 10170 July 10, 2019 Robert J. Gibson, CFA Managing Director HCFP/Portfolio Services LLC 420 Lexington Avenue, Suite 300 New York, New York 10170 Dear Rob: Reference is made to that certain management services agreement between HCFP/Portfolio Services LLC ("Portfolio Services"), assignee of HCFP/Strategy Advisors |
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| May 15, 2020 |
Form of Amended Private Placement Securities Purchase Agreement^^^ Exhibit 3.7 SCOPUS BIOPHARMA INC. SECURITIES PURCHASE AGREEMENT IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE NOTE NOR WARRANT HAS BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETER |
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| May 15, 2020 |
Form of Convertible Promissory Note Exhibit 3.9 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGI |
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| May 15, 2020 |
HCFP/Strategy Advisors LLC/Portfolio Services LLC Assignment Agreement^^^ Exhibit 6.10 HCFP/Strategy Advisors LLC 420 Lexington Avenue, Suite 300 New York, New York 10170 January 9, 2018 Dr. Morris C. Laster Co-Chairman and Chief Executive Officer Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 Dear Morris: Reference is made to that certain management services agreement between HCFP/Strategy Advisors LLC and Scopus BioPharma Inc. (formerly |
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| May 15, 2020 |
Form of Company Direct Offering Securities Purchase Agreement^^^ Exhibit 3.6 SCOPUS BIOPHARMA INC. SECURITIES PURCHASE AGREEMENT IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE NOTE NOR WARRANT HAS BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETER |
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| May 15, 2020 |
PART II INFORMATION TO BE INCLUDED IN REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2020 |
Amendment to HCFP/Portfolio Services LLC Management Services Agreement^^^ Exhibit 6.11 SCOPUS BIOPHARMA INC. 420 Lexington Avenue, Suite 300 New York, NY 10170 February 25, 2019 Robert J. Gibson, CFA Managing Director HCFP/Portfolio Services LLC 420 Lexington Avenue, Suite 300 New York, NY 10170 Dear Rob: Reference is made to that certain management services agreement between HCFP/Portfolio Services LLC ("HCFP") assignee of HCFP/Strategy Advisors LLC, and Scopus BioPhar |
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| May 15, 2020 |
Consent of Citrin Cooperman & Company, LLP Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2020, with respect to the consolidated financial statements of Scopus BioPharma, Inc. and Subsidiaries contained in this Form 1-K. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A (File No. 024-11137) qualified with the Securities and Exchange Commis |
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| May 15, 2020 |
Exhibit 3.8 THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EF |
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| February 10, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 253(g)(1) File No. 024-11137? Offering Circular 200,000 Series A Units This is an initial public offering of our securities. We are offering 200,000 of our Series A Units, or A Units. The offering price is $5.00 per A Unit. Each A Unit consists of one share of our common stock and two Series W Warrants, or W Warrants. Each W Warrant is exercisable for one S |
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| January 31, 2020 |
Scopus BioPharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 January 31, 2020 Irene Paik Division of Corporate Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Scopus BioPharma Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed: January 16, 2020 File No.: 024-11137 Acceleration Request Requeste |
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| January 16, 2020 |
Form of Subscription Agreement^ Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: To: Scopus BioPharma Inc. Offering of Series A Units, each such unit consisting of one share of common stock and two Series W Warrants 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Series A Units (“Units”) in Scopus BioPharma Inc., a Delaware corporation (the "Company") indicated below, p |
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| January 16, 2020 |
Exhibit 6.13 transfer agency and registrar services agreement This Transfer Agency and Registrar Services Agreement (this ?Agreement?), dated as of July 24, 2019 is between Scopus BioPharma Inc., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (?CST?). 1. Appointment as Transfer Agent. The Company hereby appoints CST t |
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| January 16, 2020 |
Exhibit 12.1 January 16, 2020 Board of Directors Scopus Biopharma Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 RE: Scopus Biopharma Inc. Opinion Letter Gentlemen: We have acted as counsel to Scopus Biopharma Inc., a Delaware corporation (the ?Company?), in connection with the Offering Statement on Form 1-A (the ?Offering Statement?), filed by the Company with the Securities and Ex |
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| January 16, 2020 |
Exhibit 3.3 WARRANT AGREEMENT between SCOPUS BIOPHARMA INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Series W and Series Z Warrant Agreement (?Agreement?) made as of , 2020, by and between Scopus BioPharma Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170 (?Company?), and Continental Stock Transfer & Trust Company, a New York corpora |
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| January 16, 2020 |
Exhibit 3.4 SCOPUS BIOPHARMA INC. The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. The following abbreviations, wh |
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| January 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Address, including zip code, and tele |
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| January 16, 2020 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated April 3, 2019, with respect to the consolidated financial statements of Scopus BioPharma, Inc. and Subsidiaries contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A and Prospectus, and to the use of our na |
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| January 16, 2020 |
Form of W Warrant Certificate^^ Exhibit 3.2 Number WW INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SERIES W WARRANTS CUSIP 809171 11 9 THIS SERIES A WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW This certifies that, or registered assigns, is the registered holder of Series W Warrants (?Series W Warrants? and each a ?Series W War |
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| January 7, 2020 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated April 3, 2019, with respect to the consolidated financial statements of Scopus BioPharma, Inc. and Subsidiaries contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A and Prospectus, and to the use of our na |
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| January 7, 2020 |
PART II AND III 2 tm201367d1partiiandiii.htm PART II AND III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 420 Lexington Avenue, Suite 300 New York, New Yor |
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| December 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Address, including zip code, and tele |
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| December 19, 2019 |
175,000 (options) 450,000 (warrant) 100,000 (options) 300,000 (option) 25,000 (option) Mark J. Wishner Tel: 703-749-1352 [email protected] December 19, 2019 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Life Sciences Office of Technology 100 F Street, N.E. Washington, DC 20549 Attention: Christine Torney Lisa Vanjoske Irene Paik Mary Beth Breslin Re: Scopus BioPharma Inc. Draft Offering Statement on Form 1-A Submitted November 15, 2019 CIK No |
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| December 5, 2019 |
December 5, 2019 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 420 Lexington Avenue, Suite 300 New York, New York 10170 (212) 479-2513 (Address, including zip code, and tele |
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| November 1, 2019 |
As filed with the Securities and Exchange Commission on November 1, 2019 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 1, 2019 Registration No. |
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| November 1, 2019 |
Form of Common Stock Purchase Warrant Exhibit 10.13 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
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| November 1, 2019 |
Employment Agreement with Ashish P. Sanghrajka^ Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of August 1, 2019, between Scopus BioPharma Inc., a Delaware corporation (?Company?) and Ashish P. Sanghrajka (?Executive?). RECITALS WHEREAS, Company desires to provide for the employment of Executive by Company, and Executive desires to accept such employment, in each case subject to the terms and upo |
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| October 2, 2019 |
Building the Future of Cannabinoid Therapeutics Corporate Presentation October 2019 Issuer Free Writing Prospectus Dated October 2, 2019 Filed pursuant to Rule 433 under the Securities Act of 1933, as amended, in connection with Registration Statement No. |
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| September 27, 2019 |
Building the Future of Cannabinoid Therapeutics Corporate Presentation September 27, 2019 Issuer Free Writing Prospectus Dated September 27, 2019 Filed pursuant to Rule 433 under the Securities Act of 1933, as amended, in connection with Registration Statement No. |
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| August 15, 2019 |
Exhibit 10.10 scopus biopharma INC. 2018 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this 2018 EQUITY INCENTIVE PLAN (the ?Plan?) is to assist Scopus BioPharma Inc., a Delaware corporation (the ?Company?), in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company by ena |
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| August 15, 2019 |
Exhibit 10.11 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* RESEARCH AND LICENSE AGREEMENT This Research and License Agreement (?Agreement?) is made in Jerusalem this 8 day of August 2019 (the ?Effective Date?), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE |
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| August 15, 2019 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT September , 2019 The Benchmark Company, LLC 150 East 58th St., 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Scopus BioPharma Inc., a Delaware corporation (the ?Company?), hereby confirms its agreement (this ?Agreement?) with The Benchmark Company, LLC (herein |
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| August 15, 2019 |
Exhibit 21.1 Subsidiaries of Registrant Vital Spark, Inc. Scopus BioPharma Israel Ltd. |
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| August 15, 2019 |
Exhibit 4.6 NEITHER this Warrant NOR THE SECURITIES INTO WHICH this Warrant is EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. Neither this Warrant nor such securities MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1 |
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| August 15, 2019 |
Amended and Restated Certificate of Incorporation of the Registrant^ Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?PROJECT18 INC.?, CHANGING ITS NAME FROM ?PROJECT18 INC.? TO ?SCOPUS BIOPHARMA INC.?, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF DECEMBER, A.D. 2017, AT 5:50 O? CLOCK P.M. /s/ Jeffrey W. Bullock Jef |
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| August 15, 2019 |
As filed with the Securities and Exchange Commission on August 15, 2019 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 15, 2019 Registration No. |
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| August 15, 2019 |
Form of Series A Unit Certificate ? Exhibit 4.5 ? 0000001SPECIMENSEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONEach series A unit (?Series A Unit?) consists of one (1) share of common stock, par value $0.001 per share (?Common Stock?), of Scopus BioPharma Inc., a Delaware corporation (the ?Company?), and two (2) series A warrants(the ?Series A Warrants?). Each Series A W |
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| August 15, 2019 |
? Exhibit 4.2 ? COUNTERSIGNED AND REGISTERED:CONTINENTAL STOCK TRANSFER & TRUST COMPANYNEW YORK, N.Y.BYWARRANT AGENTAUTHORIZED SIGNATUREINCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARESERIES A WARRANTSSECRETARY CHIEF EXECUTIVE OFFICERThis certifies that , or registered assigns, is the registered holder of Series A Warrants (?Series A Warrants? and each a?Series A Warrant? to purchase Series B |
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| August 15, 2019 |
Amended and Restated By-laws of Registrant^ Exhibit 3.2 SCOPUS BIOPHARMA INC. AMENDED AND RESTATED BY-LAWS ARTICLE I Offices Section 1.01 Registered Office. The registered office of Scopus BioPharma Inc. (the "Corporation") will be fixed in the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware |
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| August 15, 2019 |
Form of Scientific Advisory Board Member Agreement^ Exhibit 10.7 SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENT This Scientific Advisory Board Member Agreement (the ?Agreement?) is made as of this day of , 201 (the ?Effective Date?) by and between Scopus BioPharma Inc. (the ?Company?), having a principal place of business at 420 Lexington Avenue, Suite 300, New York, New York 10170, and (the ?Member?) an individual residing at . 1. Engagement. Upon the |
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| August 15, 2019 |
Exhibit 4.4 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY |
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| August 15, 2019 |
Form of Common Stock Certificate^ ? Exhibit 4.1 ? SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONFULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH OF THE COMMON STOCK OFScopus Biopharma Inc.transferable on the books of the Company in Person or by duly a uthorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the sh |
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| August 15, 2019 |
HCFP/Strategy Advisors LLC Management Services Agreement^ Exhibit 10.9 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between HCFP/Strategy Advisors LLC, a Delaware limited liability company (?HCFP?), and Project18 Inc., a Delaware corporation ("Company"). WHEREAS, HCFP desires to provide management services to the Company; and WHEREAS, the Company desir |
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| August 15, 2019 |
Clil Medical Ltd. Management Services Agreement^ Exhibit 10.8 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between Clil Medical Ltd., an Israeli corporation (?Clil"), and Project18 Inc., a Delaware corporation ("Company"). WHEREAS, Morris C. Laster, M.D. (?Laster?) is the sole principal of Clil; and WHEREAS, the Company desires that Clil make |
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| August 15, 2019 |
Form of Warrant Agreement with Continental Stock Transfer and Trust Company Exhibit 4.3 WARRANT AGREEMENT between SCOPUS BIOPHARMA INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Series A and Series B Warrant Agreement (?Agreement?) made as of September , 2019, by and between Scopus BioPharma Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170 (?Company?), and Continental Stock Transfer & Trust Company, a New Yo |
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| July 1, 2019 |
As filed with the Securities and Exchange Commission on July 1, 2019 Registration No. |
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| June 19, 2019 |
Patent Health Service License Agreement with the National Institute of Health^+ Exhibit 10.5 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT ? EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (?PHS?) Technology Transfer Policy Boa |
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| June 19, 2019 |
Cooperative Research and Development Agreement with the National Institute of Health^+ Exhibit 10.3 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT This Agreement is based on the model Cooperative Research and Development Agreement (?CRADA?) adopted by the U.S. Public Health Service (?PHS? |
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| June 19, 2019 |
As filed with the Securities and Exchange Commission on June 19, 2019 As filed with the Securities and Exchange Commission on June 19, 2019 Registration No. |
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| June 19, 2019 |
Exhibit 10.2 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (?MOU?) is made as of July 28, 2018 (the ?Effective Date?), by and between Yissum Research Development Company of the Hebrew University of Jerusalem |
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| June 19, 2019 |
Exhibit 10.1 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (?MOU?) is made as of July 28, 2018 (the ?Effective Date?), by and between Yissum Research Development Company of the Hebrew University of Jerusalem |
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| June 19, 2019 |
Exhibit 10.6 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* RESEARCH AND LICENSE AGREEMENT This Research and License Agreement (?Agreement?) is made in Jerusalem this 5 day of March 2019 (the ?Effective Date?), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE |
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| June 19, 2019 |
Second Amendment to Cooperative Research and Development Agreement^+ Exhibit 10.4 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* DEPARTMENT OF HEALTH AND HUMAN SERVICES National Institute On Alcohol Abuse And Alcoholism National Institutes of Health 5625 Fishers Lane Bethesda, MD 20892 USA Second Amendment To the Cooperative Research and |
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| June 18, 2019 |
Patent Health Service License Agreement with the National Institute of Health Exhibit 10.5 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT ? EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (?PHS?) Technology Transfer Policy Boa |
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| June 18, 2019 |
Cooperative Research and Development Agreement with the National Institute of Health Exhibit 10.3 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT This Agreement is based on the model Cooperative Research and Development Agreement (?CRADA?) adopted by the U.S. Public Health Service (?PHS? |
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| June 18, 2019 |
Second Amendment to Cooperative Research and Development Agreement Exhibit 10.4 REDACTED *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.* DEPARTMENT OF HEALTH AND HUMAN SERVICES National Institute On Alcohol Abuse And Alcoholism National Institutes of Health 5625 Fishers Lane Bethesda, MD 20892 USA Second Amendment To the Cooperative Research and |
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| June 18, 2019 |
As filed with the Securities and Exchange Commission on _______, 2019 As filed with the Securities and Exchange Commission on , 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of registrant as specified in its constitutional documents) Delaware 2834 82-1248020 (State or other jurisdiction of incorporation or organizati |
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| June 18, 2019 |
Exhibit 10.1 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (?MOU?) is made as of July 28, 2018 (the ?Effective Date?), by and between Yissum Research Development Company of the Hebrew University of Jerusalem |
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| June 18, 2019 |
Exhibit 10.2 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (?MOU?) is made as of July 28, 2018 (the ?Effective Date?), by and between Yissum Research Development Company of the Hebrew University of Jerusalem |
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| June 18, 2019 |
Exhibit 10.6 REDACTED *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* RESEARCH AND LICENSE AGREEMENT This Research and License Agreement (?Agreement?) is made in Jerusalem this 5 day of March 2019 (the ?Effective Date?), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE |
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| May 17, 2019 |
As filed with the Securities and Exchange Commission on _______, 2019 As filed with the Securities and Exchange Commission on , 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCOPUS BIOPHARMA INC. (Exact name of registrant as specified in its constitutional documents) Delaware 2834 82-1248020 (State or other jurisdiction of incorporation or organizati |
