UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 21, 2023, Scopus BioPharma Inc. (the “Company”) commenced a written consent solicitation of its stockholders (the “Consent Solicitation”) to approve amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to: (i) increase the Company’s number of authorized shares of common stock from 50,000,000 to 500,000,000 (the “Authorized Share Increase”) and (ii) effect a reverse stock split of its common stock (the “Reverse Stock Split”) with the Board of Directors of the Company (the “Board”) having the discretion as to whether or not and/or when the Reverse Stock Split is to be effected, with the exact ratio of such Reverse Stock Split to be set at a whole number within the range of 1-for-10 and 1-for-100 as determined by the Board in its discretion. The total number of votes entitled to vote on the Consent Solicitation was 42,084,264.
As of August 10, 2023, each of the Authorized Share Increase and the Reverse Stock Split was approved by the Company’s stockholders, as forth below.
Proposal 1: Authorized Share Increase
| FOR | AGAINST | ABSTAIN |
| 21,668,481 | 0 | 0 |
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 | ||