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
                      

1. Name and Address of Reporting Person *

Lamstein Joshua R
2. Issuer Name and Ticker or Trading Symbol

Scopus BioPharma Inc. [ SCPS ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lamstein Joshua R
C/O SCOPUS BIOPHARMA INC.
420 LEXINGTON AVENUE, SUITE 300
NEW YORK, NY 10170
XXChairman

Signatures
/s/ Joshua R. Lamstein8/3/2021
**Signature of Reporting PersonDate

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