DEFA14A 1 tm2132216d1_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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SCOPUS BIOPHARMA INC.

(Exact Name of Registrant as Specified in Its Charter)

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Scopus BioPharma Announces Adjournment of Annual Meeting of Stockholders

New York, New York, November 8, 2021 – Scopus BioPharma Inc. (Nasdaq: “SCPS”) today announced that, on November 5, 2021, its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) was adjourned to 11:30 a.m., Eastern time, on Monday, December 20, 2021, without any business being conducted. The adjourned meeting will be held by means of remote communication and can be accessed via the following URL: http://www.cesonlineservices.com/scps21_vm. The adjournment date is pursuant to an understanding between Scopus and Morris C. Laster, M.D. in connection with Dr. Laster’s pending litigation against Scopus in the Delaware Court of Chancery. The record date for the Annual Meeting will remain August 16, 2021.

The Company continues to take steps to reach additional understandings with Dr. Laster designed to mitigate the dispute as well as further expense and disruption of expedited litigation. In this regard, actions have been taken to transfer 3,500,000 shares of common stock which were in dispute, and to grant Dr. Laster an irrevocable proxy for such shares.

Scopus continues to solicit votes from its stockholders with respect to the proposals set forth in Scopus’ proxy statement dated September 16, 2021, as amended on October 26, 2021. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted and who do not want to change their vote need not take any action.

Scopus encourages all stockholders who own their shares as of the close of business on August 16, 2021 who have not yet voted to do so as soon as possible. Stockholders who have any questions or require any assistance completing a proxy or voting instruction form or who do not have the required materials, may contact Scopus’ proxy solicitor, Morrow Sodali LLC, by calling collect at (203) 561-6945 or toll-free at (800) 662-5200 or by emailing SCPS@investor.morrowsodali.com.

About Scopus BioPharma

Scopus BioPharma Inc., both directly and through subsidiaries, is a biopharmaceutical company developing transformational therapeutics for serious diseases with significant unmet medical need.

Forward-Looking Statements

This press release may include forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the company’s Form 10-K for the fiscal year ended December 31, 2020, as amended, filed with the U.S. Securities and Exchange Commission (“SEC”)) and uncertainties which could cause actual results to differ from the forward-looking statements. The company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Investors should realize that if our underlying assumptions for the projections contained herein prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Further, there can be no assurance that the company will identify and/or consummate any transaction relating to any additional technologies.

Contacts

Rodd Leeds/David Waldman

Crescendo Communications, LLC

Tel: (212) 671-1020

Email: SCPS@crescendo-ir.com

Hugh Burns/Delia Cannan/Nicholas Leasure

Reevemark

Tel: (212) 433-4600

Email: scopus@reevemark.com