Material Agreement - 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): October 14, 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 York10170

(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 1.01 Entry into a Material Definitive Agreement.

On October 14, 2022 and October 16, 2022, in connection with a recapitalization, Scopus BioPharma Inc. ("Scopus" or the "Company") entered into exchange agreements with Duet BioTherapeutics Inc. ("Duet"), its then wholly owned subsidiary, and holders (the "Holders") of warrants (the "Warrants") exercisable into an aggregate of 20,879,340 shares of Scopus common stock, pursuant to which such Warrants were exchanged for 1,043,989 shares of Class B common stock of Duet owned by Scopus. Upon completion of the exchanges, the Warrants were cancelled, as a result of which the shares of Scopus common stock previously underlying the Warrants became unreserved and part of the Company's authorized and unissued common stock. After giving effect to the recapitalization, Scopus continues to be the controlling stockholder of Duet with an approximately 90% ownership stake.

The foregoing description of the exchange agreements is not complete and is subject to, and qualified in its entirety by, the full text of the form of Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statement and Exhibits.

(d)

Exhibits.

Exhibit Number		Exhibits
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (formatted as 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: October 20, 2022	By:	/s/ Joshua R. Lamstein
		Joshua R. Lamstein
		Chairman

Public link

Please use the above public link if you want to share this noodl on another website.