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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.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39788   82-1248020

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

420 Lexington Avenue, Suite 300

New York, New York 10170

(Address of principal executive offices)

 

(212) 479-2513

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SCPS   The Nasdaq Stock Market LLC (Nasdaq Global Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 26, 2022, Joshua Levine and Mordechai Hacham each tendered a letter of resignation from the Board of Directors (the “Board”) of Scopus BioPharma Inc. (the “Company”), effective immediately. A copy of each of Messrs. Levine and Hacham’s letters of resignation which state their reasons for resigning are furnished herewith as Exhibits 99.1 and 99.2, respectively. The Company disagrees with Messrs. Levine and Hacham’s substantive assessments and characterizations set forth in their respective letters of resignation.

 

Pursuant to the requirements of Item 5.02 of Form 8-K, the Company has provided each of Messrs. Levine and Hacham with a copy of this Form 8-K in accordance with Item 5.02(a)(3)(i) of Form 8-K.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits

 

  99.1 Letter from Joshua Levine dated April 26, 2022
  99.2 Letter from Mordechai Hacham dated April 26, 2022
  104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SCOPUS BIOPHARMA INC.
   
Dated: April 29, 2022 By: /s/ Joshua R. Lamstein
    Joshua R. Lamstein
    Chairman