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): May 23, 2022

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)

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:

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported on March 18, 2022, Scopus BioPharma Inc. (the “Company”) received deficiency notification letters from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s majority independent director requirement (the “Majority Independent Requirement”) and audit and compensation committee requirements (“Audit and Compensation Committee Requirements”), each as set forth in Nasdaq Listing Rule 5605.

With the previously reported appointment of Raphael Hofstein, Ph.D. to the Board of Directors (the “Board”) on April 29, 2022 and the resignation of Ashish Sanghrajka from the Board on May 4, 2022, the Company had regained compliance with the Majority Independent Requirement and Audit and Compensation Committee Requirements, which was confirmed by Nasdaq on May 16, 2022. With the subsequent resignation of Paul Hopper on May 18, 2022, as previously reported, the Company is no longer in compliance with the Majority Independent Requirement as of such date, but remains in compliance with the Audit and Compensation Committee Requirements. Accordingly, on May 23, 2022, the Company received a deficiency notification letter from Nasdaq indicating that the Company is not in compliance with Nasdaq’s Majority Independent Requirement.

Consistent with Nasdaq Listing Rules 5605(b)(1)(A), Nasdaq has provided the Company a new cure period in order to regain compliance with the Majority Independent Requirement: (i) until the earlier of the Company’s next annual stockholders’ meeting or May 18, 2023, or (ii) if the next annual stockholders’ meeting is held before November 14, 2022, then the Company must evidence compliance no later than November 14, 2022.

This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency within four (4) business days after the date of the deficiency letter. 

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.