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): August 14, 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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed on a Current Report on Form 8-K filed on August 11, 2023 with the U.S. Securities and Exchange Commission, on August 10, 2023, stockholders approved an increase in the number of authorized shares of common stock of Scopus BioPharma Inc. (the “Company”)(the “Authorized Share Increase”). The Company filed a Certificate of Amendment (the “Amendment”) with the Secretary of State of Delaware to effectuate the Authorized Share Increase, which became effective in Delaware on August 14, 2023.

The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Exhibits
3.1	Certificate of Amendment for Amended and Restated Certificate of Incorporation of Scopus BioPharma Inc.
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: August 18, 2023	By:	/s/ Joshua R. Lamstein
		Joshua R. Lamstein
		Chairman

EX-3.1

Exhibit 3.1

 

Delaware The First State Page 1 6384624 8100 Authentication: 203959432 SR# 20233239038 Date: 08-14-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SCOPUS BIOPHARMA INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF AUGUST, A.D. 2023, AT 12:47 O`CLOCK P.M.

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF SCOPUS BIOPHARMA INC.

Scopus BioPharma Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: Effective upon the filing of this amendment to the Corporation's Amended and Restated Certificate of Incorporation (the “Effective Time”), Article IV, Section 1 of the Corporation's Amended and Restated Certificate of Incorporation is amended to provide that the total number of shares of stock which the Corporation is authorized to issue shall be 520,000,000, 500,000,000 shares of which shall be common stock, par value $0.001 per share (“Common Stock”), and 20,000,000 shares of which shall be preferred stock par value $0.001.

SECOND: This Certificate of Amendment was duly adopted in accordance with Sections 141 and 242 of the DGCL. The Corporation's Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. Written consents were solicited from all of our stockholders ofrecord pursuant to Section 228 of the DGCL and the Corporation's Amended and Restated Bylaws. A consent solicitation was mailed on or about July 28, 2023 and the necessary number of shares consented to the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been executed as of this 14th day of August, 2023.

SCOPUS BIOPHARMA INC.

By:	/s/ Joshua R. Lamstein
Name:	Joshua R. Lamstein
Title:	Chairman of the Board

 

XML

Cover	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2023
Current Fiscal Year End Date	--12-31
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
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false