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~~August 1510, ~~2022~~2023

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 Capital Market)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

Common Stock, par value $0.001 per share

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 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

AsOn ~~previously~~July ~~disclosed~~21, 2023, Scopus BioPharma Inc. (the “Company”) commenced ~~has~~a ~~not~~written ~~satisfied~~consent ~~certain~~solicitation ~~requirements for continued listing~~ of ~~the~~its ~~Nasdaq~~stockholders ~~Stock Market LLC~~ (the “~~Nasdaq~~Consent Solicitation”), ~~including:~~to ~~(i)~~approve amendments to the ~~minimum~~Company’s Amended ~~Market~~and ~~Value~~Restated Certificate of ~~Listed~~Incorporation ~~Securities;~~ (~~ii)~~“Certificate ~~the minimum Market Value~~ of ~~Publicly~~Incorporation”) ~~Held Shares;~~to: ~~and~~ (~~iii~~i) increase the ~~minimum~~Company’s ~~closing~~number of ~~bid~~authorized ~~price.~~shares Asof ~~also~~common ~~previously~~stock ~~disclosed,~~from ~~the Company had a hearing~~50,000,000 onto ~~August 25~~500, ~~2022~~000,000 ~~with the Nasdaq Hearings Panel~~ (the “~~Panel~~Authorized Share Increase”) atand ~~which~~(ii) ~~the~~effect ~~Panel~~a ~~considered~~reverse stock ~~the~~split ~~Company’s~~of ~~plan~~its ~~for~~common ~~regaining~~stock ~~compliance with Nasdaq listing standards~~ (the “~~Compliance~~Reverse ~~Plan~~Stock Split”). Bywith ~~letter~~the ~~dated~~Board ~~September~~of ~~13,~~Directors ~~2022,~~of ~~Nasdaq informed~~ the Company of (the ~~Panel’s~~“Board”) having ~~decision directing that~~ the ~~Company’s~~discretion ~~listing~~as ~~be transferred~~ to ~~the~~whether ~~Nasdaq~~or ~~Capital~~not ~~Market~~ and/or ~~that~~when the ~~Company’s~~ ~~common~~Reverse ~~stock~~Stock ~~would~~Split ~~continue~~is to be ~~listed on that market subject to~~effected, ~~among~~with ~~other~~the ~~things,~~exact ~~the~~ratio ~~Company~~of ~~satisfying~~such ~~the~~Reverse ~~Compliance~~Stock ~~Plan.~~Split ~~As reported on December 2, 2022, the Company failed~~ to ~~comply~~be ~~with,~~set ~~among~~at ~~other~~a ~~things,~~whole ~~milestone~~number ~~dates~~within ~~included in~~ the ~~Compliance~~range ~~Plan. In response to the Company informing the Panel~~ of an1-for-10 ~~inability~~and to1-for-100 ~~complete~~as adetermined ~~specified financing transaction~~ by a ~~subsequent milestone date,~~ the ~~Panel~~Board ~~informed~~in ~~the Company, by letter dated December 15, 2022, of~~ its ~~determination to delist the Company’s common stock from Nasdaq~~discretion. ~~Such~~The ~~letter further informed the Company that Nasdaq will complete the delisting after,~~total ~~among~~number ~~other things, the lapsing~~ of ~~applicable~~votes ~~appeal~~entitled ~~periods~~to ~~and~~vote ~~that trading of the Company’s common stock~~ on ~~Nasdaq~~ ~~will be suspended effective at~~ the ~~open~~Consent ofSolicitation ~~trading~~was ~~on December 19~~42, ~~2022~~084,264.

~~The~~As ~~Company~~of ~~anticipates~~August ~~that~~10, ~~upon suspension of trading on Nasdaq~~2023, ~~its~~each ~~common stock will commence trading on one~~ of the ~~markets operated by the OTC Markets Group under its existing~~Authorized ~~ticker~~Share ~~symbol~~Increase “SCPS”. The Company has submitted an application for trading of its common stock on the OTCQB Venture Market (the “OTCQB”). The OTCQB requires, among other things, that companies be current with and ~~otherwise satisfy applicable reporting requirements. The Company intends to continue to comply with applicable reporting requirements under~~ the ~~Securities~~Reverse ~~Exchange~~Stock ~~Act~~Split ofwas ~~1934. There~~approved ~~can~~by ~~be no assurance that~~ the Company’s ~~application~~stockholders, toas ~~trade~~forth ~~on the OTCQB will be approved on a timely basis or at all or that the Company will be able to satisfy reporting and other applicable requirements~~below.

~~SIGNATURES~~Proposal 1: Authorized Share Increase

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.

FOR	AGAINST	ABSTAIN
21,668,481	0	0

	SCOPUS BIOPHARMA INC.
Dated: December 16, 2022	By:	/s/ Joshua R. Lamstein
		Joshua R. Lamstein
		Chairman

Proposal 2: Reverse Stock Split

FOR	AGAINST	ABSTAIN
21,668,481	0	0

The Company intends to file a Certificate of Amendment to its Certificate of Incorporation to effectuate the Authorized Share Increase promptly upon filing of this Current Report on Form 8-K and will file a Certificate of Amendment to its Certification of Incorporation at such time in the future that the Board determines to effectuate the Reverse Stock Split, if ever.

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: August 11, 2023	By:	/s/ Joshua R. Lamstein
		Joshua R. Lamstein
		Chairman

Filing Compare · Scopus BioPharma Inc.