Statement of Changes in Beneficial Ownership (4)
August 03 2021 - 6:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lamstein Joshua R |
2. Issuer Name and Ticker or Trading Symbol
Scopus BioPharma Inc.
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SCPS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman |
(Last)
(First)
(Middle)
C/O SCOPUS BIOPHARMA INC., 420 LEXINGTON AVENUE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2021 |
(Street)
NEW YORK, NY 10170
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Convertible Notes | $0.50 | 7/31/2021 | | J | | $981 (1) | | 4/9/2020 | 7/31/2021 | W Warrant | 1963 | (1) | $8481 | D | |
Convertible Notes | $0.50 | 7/31/2021 | | C | | | $8481 (2) | 4/9/2020 | 7/31/2021 | W Warrant | 16963 | (2) | $0 | D | |
W Warrants | $4.00 | 7/31/2021 | | J | | 16963 (3) | | 10/1/2021 | 9/30/2026 | B Unit (4) | 16963 | (3) | 31131 (5) | D | |
W Warrants | $4.00 | 7/31/2021 | | J | | 1068016 (6) | | 10/1/2021 | 9/30/2026 | B Unit (4) | 1068016 | (6) | 1068016 | I | SCPS/Strategic Capital Partners LLC |
Explanation of Responses: |
(1) | Represents accrued interest on the Convertible Notes through and including July 31, 2021 (the "Maturity Date"). |
(2) | Represents the total outstanding principal amount and accrued interest on the Convertible Notes through and including the Maturity Date that were converted into W Warrants on such date. No additional consideration was required in connection with such conversion. |
(3) | Represents the W Warrants issued upon conversion of the total outstanding principal amount and accrued interest on the Convertible Notes through and including the Maturity Date. No additional consideration was required in connection with such conversion. |
(4) | Each W Warrant is exercisable for one B Unit. Starting on April 1, 2022, each B Unit can be separated into one share of common stock and one Z Warrant. Each Z Warrant is exercisable for one share of common stock with an exercise price of $5.00 per share. The Z Warrant will become exercisable on July 1, 2022 and will expire on June 30, 2027. |
(5) | Includes 14,168 W Warrants that were previously reported on the reporting person's Form 3 filed with the SEC on December 15, 2020. |
(6) | Represents W Warrants held by SCPS/Strategic Capital Partners LLC, of which Mr. Lamstein is a co-manager. Accordingly, he is deemed to have shared voting and dispositive power over the securities held by such entity. Mr. Lamstein disclaims beneficial ownership of such securities, except to the extent of his proportionate pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lamstein Joshua R C/O SCOPUS BIOPHARMA INC. 420 LEXINGTON AVENUE, SUITE 300 NEW YORK, NY 10170 | X | X | Chairman |
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Signatures
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/s/ Joshua R. Lamstein | | 8/3/2021 |
**Signature of Reporting Person | Date |
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