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): May 11, 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 May 11, 2022, Ashish Sanghrajka tendered a letter of resignation from the Board of Directors of Scopus BioPharma Inc. (the “Company”), effective immediately (the “Sanghrajka Letter”). A copy of the Sanghrajka Letter, which states his reasons for resigning, is furnished herewith as Exhibit 99.1. The Company disagrees with the assertions and characterizations set forth in the Sanghrajka Letter.

Pursuant to the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Sanghrajka 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 Ashish Sanghrajka dated May 11, 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: May 13, 2022	By:	/s/ Joshua R. Lamstein
		Joshua R. Lamstein
		Chairman

EX-99.1

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 R. Lamstein, and Robert J. Gibson (the “HCFP Directors”) were unwilling to provide me with even the most basic information concerning the Company, its programs, and its finances. I resigned my title as CFO because I was denied the information and authority to perform that role, but continued my efforts to help the company succeed as its President, and to protect shareholders as a Director, until I was pushed aside in Spring 2020 because I would not support the HCFP Directors’ unilateral control and self-dealing . Based on my experience, I have come to believe that the HCFP Directors’ conduct was designed to keep me and certain other Directors from executing our fiduciary duties as Directors.

Regrettably, I believe that the HCFP Directors have obfuscated facts, published potentially misleading information concerning the Company, omitted to publish material information that shareholders were entitled to receive, and engaged in self-dealing transactions intended to enrich themselves at the expense of the Company’s shareholders.

As a Director, I asked management critical questions relating to the direction and future of the Company, I voiced specific corporate governance concerns, and I requested access to important information. In response, instead of answering those questions or providing information, the HCFP Directors became increasingly hostile towards me. In fact, the HCFP Directors initiated a sham “investigation” and publicly disparaged me, which has now been the subject of litigation for months. By stifling dissent and maintaining complete control of the Company, the HCFP Directors have made it impossible for the Board to be effective in providing any oversight function. Several independent directors will have resigned from the Board at different times over a span of 18 months—a fact that should be viewed as a flashing red light concerning the Company’s corporate governance.

Relatedly, I have also become concerned about the quality of oversight provided by the Audit Committee. For example, based on my review of the Company’s recent SEC filing, it appears that the Audit Committee approved the issuance of certain warrants to the HCFP Directors to purchase shares of the Company’s common stock at an unreasonably low price.

In addition to fundamental governance issues, based on my review of the most recent SEC filings, the Company appears to have serious financial issues. For example, I have not been informed of any clinical updates on either of the two lead assets (MRI 1867 and CpG-STAT3siRNA) in almost a year. Moreover, Scopus shares are trading down over 90% in a single year—from $5.15 a year ago to below $.50 per share today. Despite this dismal financial situation, it appears the HCFP Directors continue to pay themselves handsomely each year.

All of my efforts to address these issues have been unsuccessful. After the Company refused to address the corporate governance concerns I raised and refused to provide me with basic information to which I was entitled as a Director, I—along with another Director and the Company’s largest shareholder and only ever CEO—filed a derivative lawsuit on behalf of all Scopus shareholders in effort to ensure that the Company reformed its corporate governance and internal procedures. That lawsuit has not brought about any change at the Company.

In short, I believe the HCFP Directors’ actions have resulted in disabling actual independent Directors from fulfilling their fiduciary duties and obligations to the Company. I remained on the Board until I felt certain that the HCFP Directors would not permit me and certain other directors to fulfill our fiduciary duties. I am now certain that this is the case, and that is why I am resigning at this time.

This letter of resignation is written without prejudice to my rights, including my right to seek advancement and/or indemnification for costs and fees under the Company’s corporate governance documents and to pursue all other legal remedies and claims .

Regards,

/s/ Ashish Sanghrajka

Ashish Sanghrajka

XML

Cover	May 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2022
Entity File Number	001-39788
Entity Registrant Name	SCOPUS BIOPHARMA INC.
Entity Central Index Key	0001772028
Entity Tax Identification Number	82-1248020
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	420 Lexington Avenue
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10170
City Area Code	212
Local Phone Number	479-2513
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SCPS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false