NEW YORK, Jan. 27, 2021 /PRNewswire/ -- Scopus BioPharma
Inc. (Nasdaq: "SCPS") today announced that it intends to
effectuate an exchange offer (the "Exchange") pursuant to which
Scopus BioPharma common stock would become exchangeable for units
(the "X Units") of the company.
The Exchange is being designed to reward existing holders of
common stock and to provide incentives for long-term ownership of
our securities by existing and prospective new investors.
Each X Unit issuable pursuant to the Exchange would be comprised
of one share of common stock, identical to the company's currently
outstanding common stock, and one newly-issuable warrant (the "X
Warrant"). Holders of common stock would be entitled to
receive one X Unit for each share of common stock tendered.
Holders of common stock would be able to tender all, some or
none of their common stock. Shares of common stock not
tendered would remain outstanding and unmodified.
There would be no cash or other consideration payable to
participate in the Exchange.
It is the company's intention to apply to Nasdaq for listing of
both the X Units and the X Warrants.
The securities contained within each X Unit would become
separable and separately tradable and transferable on January 3, 2022. The company would be permitted
to allow for such separate trading at an earlier date in its sole
discretion.
Each newly-issuable X Warrant would be exercisable for one share
of the company's common stock at an exercise price of $9.00 per share. The X Warrants would
become exercisable, subject to any applicable regulatory and/or
Nasdaq approval, on January 2, 2023
through and including January 3,
2028. On or after January 2,
2024, the company would, at its sole option, be able to
redeem the X Warrants if the common stock trades at or above
$27.00 per share, subject to an
applicable number of qualifying trading days and other
conditions.
Scopus is a biopharmaceutical company developing
transformational therapeutics based on groundbreaking scientific
and medical discoveries. The company's lead drug candidate is
a novel, targeted immuno-oncology gene therapy for the treatment of
multiple cancers. This drug candidate is highly distinctive,
encompassing both gene therapy and immunotherapy by synthetically
linking siRNA to an oligonucleotide TLR9 agonist, creating the
potential for targeted gene silencing with simultaneous TLR
stimulation and immune activation in the tumor
microenvironment.
Important Notice
This press release is for informational purposes only and is
neither an offer to exchange nor a solicitation of an offer to
exchange any common stock of the company. Any offer to
exchange would be made pursuant to, without limitation and as
applicable, a Letter of Transmittal and other materials that would
be mailed to holders of common stock eligible for tender in the
Exchange, including a Tender Offer Statement on Schedule TO which
would be filed with the Securities and Exchange Commission,
including an Offer Letter, a related election to participate and/or
any other materials as may be appropriate. Applicable
documents would be available at no charge at the Securities and
Exchange Commission's website at www.sec.gov. Holders of
common stock which would be eligible to be tendered in the Exchange
should carefully read any materials and documents incorporated
therein by reference, as they would contain important information,
including various terms of, and conditions to, the Exchange.
About Scopus BioPharma
Scopus BioPharma Inc. is a biopharmaceutical company developing
transformational therapeutics capitalizing on groundbreaking
scientific and medical discoveries from leading research and
academic institutions. The company's lead drug candidate is a
novel, targeted immuno-oncology gene therapy for the treatment of
multiple cancers. The company is also developing additional
new chemical entities to treat other serious diseases with
significant unmet medical needs, including systemic sclerosis.
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 offering circular filed with the U.S. Securities and
Exchange Commission) 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.
Contact
Rodd Leeds/David Waldman
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: SCPS@crescendo-ir.com
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SOURCE Scopus BioPharma Inc.