0001104659-21-022326.txt : 20210216 0001104659-21-022326.hdr.sgml : 20210216 20210212215104 ACCESSION NUMBER: 0001104659-21-022326 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210212 GROUP MEMBERS: IRA SCOTT GREENSPAN GROUP MEMBERS: JOSHUA R. LAMSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scopus BioPharma Inc. CENTRAL INDEX KEY: 0001772028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 821248020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92033 FILM NUMBER: 21631634 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: (212) 479-2513 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: Scopus Biopharma Inc. DATE OF NAME CHANGE: 20190327 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCFP/Capital Partners 18B-1 LLC CENTRAL INDEX KEY: 0001821940 IRS NUMBER: 352615715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 9176743889 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13G 1 tm216627d1_sc13g.htm SCHEDULE 13G

 

 

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 filed:

 

¨ Rule 13d-1(b)
   
¨ Rule 13d-1(c)
   
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 809171101 SCHEDULE 13G
 
  1 Names of Reporting Persons
HCFP/Capital Partners 18B-1 LLC
 
  2 Check the Appropriate Box if a Member of a Group*
Not Applicable
    (a) ¨
    (b) ¨
 
  3 SEC Use Only
 
  4 Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
1,350,000 (see Item 4)
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
1,350,000 (see Item 4)
 
8 Shared Dispositive Power
0
 
  9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000 (see Item 4)
 
  10 Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*   ¨
Not Applicable
 
  11 Percent of Class Represented by Amount in Row (9)
9.3%
 
  12 Type of Reporting Person*
CO
         

 

 

*SEE INSTRUCTIONS

 

 

 

 

CUSIP No. 809171101 SCHEDULE 13G
 
  1 Names of Reporting Persons
Ira Scott Greenspan
 
  2 Check the Appropriate Box if a Member of a Group*
Not Applicable
    (a) ¨
    (b) ¨
 
  3 SEC Use Only
 
  4 Citizenship or Place of Organization
United States
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
153,334
 
6 Shared Voting Power
1,350,000 (see Item 4)
 
7 Sole Dispositive Power
153,334
 
8 Shared Dispositive Power
1,350,000 (see Item 4)
 
  9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,503,334 (see Item 4)
 
  10 Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*   ¨
Not Applicable
 
  11 Percent of Class Represented by Amount in Row (9)
10.3%
 
  12 Type of Reporting Person*
IN
         

 

 

*SEE INSTRUCTIONS

 

 

 

 

CUSIP No. 809171101 SCHEDULE 13G
 
  1 Names of Reporting Persons
Joshua R. Lamstein
 
  2 Check the Appropriate Box if a Member of a Group*
Not Applicable
    (a) o
    (b) ¨
 
  3 SEC Use Only
 
  4 Citizenship or Place of Organization
United States
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
116,197
   
6 Shared Voting Power
1,350,000 (see Item 4)
   
7 Sole Dispositive Power
116,197
   
8 Shared Dispositive Power
1,350,000 (see Item 4)
 
  9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,197 (see Item 4)
 
  10 Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o
Not Applicable
 
  11 Percent of Class Represented by Amount in Row (9)
10.1%
 
  12 Type of Reporting Person*
IN
         

 

 

*SEE INSTRUCTIONS

 

 

 

 

Item 1(a).   Name of Issuer:
The name of the issuer is Scopus BioPharma Inc. (the “Issuer”).
Item 1(b).   Address of Issuer’s Principal Executive Offices:
The address of the principal executive offices of the Issuer is 420 Lexington Avenue, Suite 300, New York, New York 10170.
Item 2(a).   Name of Person Filing:
HCFP/Capital Partners 18B-1 LLC (“HCFP”), Ira Scott Greenspan (“Mr. Greenspan”) and Joshua R. Lamstein (“Mr. Lamstein”) are collectively referred to herein as the “Reporting Persons.”
Item 2(b).   Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 420 Lexington Avenue, Suite 300, New York, New York 10170
Item 2(c).   Citizenship:
HCFP is a Delaware limited liability company; Mr. Greenspan is a citizen of the United States and Mr. Lamstein is a citizen of the United States.
Item 2(d).   Title of Class of Securities:
The class of equity securities to which this Statement relates are the shares of common stock, $0.001 par value, of the Issuer (the “Common Stock”).
Item 2(e).   CUSIP Number:
The CUSIP number of the shares of Common Stock is 809171101.

 

Item 3. If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the filing person is a:
   
  (a) ¨ Broker or dealer registered under section 15 of the Act.
       
  (b) ¨ Bank, as defined in section 3(a)(6) of the Act.
       
  (c) ¨ Insurance company, as defined in section 3(a)(19) of the Act.
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940.
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
       
  (g) ¨ A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G).
       
  (h) ¨ A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) ¨ A church plan, that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
       
  (j) ¨ A non-US institution in accordance with § 240.13d-1(b)(1)(ii)(J).
       
  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.

 

Item 4. Ownership:
  (a) Amount beneficially owned: As of December 31, 2020: (i) HCFP was the record owner of 1,350,000 shares of the Issuer’s Common Stock (the “HCFP Shares”); (ii) Mr. Greenspan beneficially owned 1,503,334 shares of Common Stock, including the HCFP Shares over which, as a Manager of HCFP, Mr. Greenspan had shared voting and dispositive power; and (iii) Mr. Lamstein beneficially owned 1,466,197 shares of Common Stock, including the HCFP Shares over which, as a Manager of HCFP, Mr. Lamstein had shared voting and dispositive power.

 

 

 

 

  (b) Percent of class: HCFP: 9.3%, Mr. Greenspan:  10.3% and Mr. Lamstein: 10.1%.  The foregoing percentages are calculated based on 14,577,597 shares of Common Stock represented to be outstanding by the Issuer on December 31, 2020, as reported in the Issuer’s Offering Circular filed on January 28, 2021.
  (c) Number of shares as to which HCFP has:
    (i)

Sole power to vote or to direct the vote   

 

1,350,000

    (ii)

Shared power to vote or to direct the vote    

 

0

    (iii)

Sole power to dispose or to direct the disposition of   

 

1,350,000

    (iv)

Shared power to dispose or to direct the disposition of   

 

0

    Number of shares as to which Mr. Greenspan has:
    (i)

Sole power to vote or to direct the vote

 

153,334

    (ii)

Shared power to vote or to direct the vote    

 

1,350,000

    (iii)

Sole power to dispose or to direct the disposition of   

 

153,334

    (iv)

Shared power to dispose or to direct the disposition of   

 

1,350,000

    Number of shares as to which Mr. Lamstein has:
    (i)

Sole power to vote or to direct the vote

 

116,197

    (ii)

Shared power to vote or to direct the vote    

 

1,350,000

    (iii)

Sole power to dispose or to direct the disposition of   

 

116,197

    (iv)

Shared power to dispose or to direct the disposition of   

 

1,350,000

 

Each Reporting Person disclaims beneficial ownership of shares of Common Stock held of record by other Reporting Persons.

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class:
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:   ¨.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
   
Not Applicable.
 
Item 8. Identification and Classification of Members of the Group:
   
Not Applicable.
 
Item 9. Notice of Dissolution of Group:
   
Not Applicable.
 
Item 10. Certifications:
   
Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 12, 2021

 

HCFP/Capital Partners 18B-1 LLC  
   
  By: /s/ Ira Scott Greenspan  
  Ira Scott Greenspan  
     
  Its: Manager  

 

/s/ Ira Scott Greenspan  
Ira Scott Greenspan  
   
/s/ Joshua R. Lamstein  
Joshua R. Lamstein  

 

 

 

 

EXHIBIT I

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of the shares of Common Stock of Scopus Biopharma Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Date:  February 12, 2021

 

HCFP/Capital Partners 18B-1 LLC  
   
  By: /s/ Ira Scott Greenspan  
  Ira Scott Greenspan  
     
  Its: Manager  

 

/s/ Ira Scott Greenspan  
Ira Scott Greenspan  
   
/s/ Joshua R. Lamstein  
Joshua R. Lamstein