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): March 15, 2021

SCOPUS BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

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)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dr. Raphael Hofstein became a member of the Audit Committee of the company, filling a vacancy created by the resignation of Dr. Lesley Russell, for reasons unrelated to the operations, policies, or practices of the company, accepted and/or ratified on March 15, 2021 and/or March 18, 2021, as the case may be. Dr. Hofstein assumes this position in addition to his role as a member of each of the Compensation Committee and Nominating Committee. In this connection, Dr. Hofstein also assumed the role of Chair of the Compensation Committee. Dr. Hofstein is considered to be an “independent director” under the rules of the Nasdaq Stock Market, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. In accordance with the rules of the Nasdaq Stock Market, the Audit Committee is required to be composed exclusively of independent directors who are “financially literate” as defined under the rules of the Nasdaq Stock Market. The Nasdaq Stock Market rules define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The Nasdaq Stock Market requires that the company’s Audit Committee have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Dr. Hofstein qualifies as an “audit committee financial expert,” as defined under rules and regulations of the United States Securities and Exchange Commission.

Item 8.01 Other Events.

On March 15, 2021, the company issued a press release announcing the finalization of arrangements for the completion of the investigational new drug package for the company’s lead drug candidate and its submission to the United States Food and Drug Administration. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.