Amended Quarterly Report (10-q/a)
February 26 2021 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: September
30, 2020
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 001-39788
SCOPUS BIOPHARMA INC
(Exact name of registrant as specified in
its charter)
Delaware
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82-1248020
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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420 Lexington Avenue, Suite 300
New York, New York, 10170
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(Address of principal executive offices)
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212-479-2513
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par value $0.001 per share
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SCPS
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The Nasdaq Stock Market LLC (Nasdaq Global Market)
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months, and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No
x
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x
No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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. ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
As of January 25, 2021, there were 14,577,597
shares outstanding of the registrant’s common stock.
Explanatory Note
The sole purpose of this Amendment No. 1 to Scopus
BioPharma Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the Securities and Exchange
Commission on January 28, 2021 (“Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405
of Regulation S-T. Exhibit 101 to this Report provides the consolidated and combined financial statements and related notes from
the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”), in accordance with the 30-day grace
period provided under Regulation S-T for the first quarterly period in which XBRL is required.
The contents of the Form 10-Q have not otherwise been modified
or changed. This Amendment No. 1 to Form 10-Q speaks as of the original filing date of the Form 10-Q and has not been updated
to reflect events occurring subsequent to the original filing date.
ITEM 6. 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 thereunto duly authorized.
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SCOPUS BIOPHARMA INC.
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Date: February 26, 2021
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By:
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/s/ Joshua R. Lamstein
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Name:
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Joshua R. Lamstein
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Title:
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Chairman and Director
(Principal Executive Officer)
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Date: February 26, 2021
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By:
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/s/ Robert J. Gibson
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Name:
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Robert J. Gibson
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Title:
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Vice Chairman, Secretary, Treasurer and
Director
(Principal Financial Officer)
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