JERUSALEM, Sept. 20, 2021 /PRNewswire/ -- Dr.
Morris C. Laster today announced
that he has filed preliminary proxy materials with the Securities
and Exchange Commission ("SEC") in connection with the 2021 Annual
Meeting of Stockholders ("Annual Meeting") of Scopus BioPharma Inc.
(Nasdaq: SCPS) ("Scopus" or the "Company") scheduled for
October 8, 2021. Dr. Laster,
together with the other participants in his solicitation, own
approximately 33.2% of the outstanding shares of the Company's
common stock. Dr. Laster has nominated two highly-qualified
individuals – Mordechai Saar Hacham
and Joshua Levine (the "Director
Nominees") – for election to the Board at the Annual Meeting.
"It is clear to me that immediate and meaningful change to the
Board's composition is necessary to ensure that the Company is
operated in a manner consistent with the best interests of all of
its stockholders," said Dr. Laster, former CEO/Director of the
Company and currently, its largest stockholder.
Dr. Laster added, "I am alarmed at allegations of malfeasance,
misappropriation of Company assets, and corporate governance
failures allegedly committed by Board members affiliated with
HCFP/Capital Partners ("HCFP"), which Mr. Ashish Sanghrajka, the Company's former
President/CFO and currently a member of the Board, has shed light
on, as detailed in his complaint, Ashish
Sanghrajka v. Scopus BioPharma Inc., HCFP/Capital Partners,
et al., No. 655159/2021 (N.Y. Sup. Ct.) recently filed
in the New York State Supreme
Court. I, myself, continue to suffer undue deprivation
of my property rights at the hands of parties in control of Scopus,
as result of their unlawful withholding of 3.5 million shares of
common stock I legally own. To date, despite my numerous,
repeated attempts to engage in good faith discussions with the
Company and HCFP representatives to correct the Company's books and
records pertaining to my beneficial ownership of common stock, such
attempts have fallen on deaf ears, which necessitated my filing a
case against the Company for unlawful conversion, in Laster v.
Scopus Biopharma, Inc., C.A. No. 2021-0279-MTZ (Del. Ch.)"
Dr. Laster continued: "I am pleased to nominate Mordechai Saar Hacham and Joshua Levine for election to the Board.
Messrs. Hacham and Levine have more than 20 years of senior
management experience in the biotech industry, including in
publicly traded biotech companies. I believe they possess the right
mix of integrity, experience, skill and business acumen, and am
confident that, as directors, they will work collaboratively
alongside the remaining incumbent directors to discharge the
fiduciary duties of the Board. A vote for them will send a clear
and strong message to the Board, the Company and the HCFP Directors
that they must address the corporate governance issues that seem to
be plaguing the Company and focus on enhancing stockholder
value."
The biographies of the Director Nominees are listed below.
Mordechai Saar "Moti" Hacham, 49, is
currently serving as the CEO and member of the board of Spero
Biopharma Ltd., an Israeli private company developing Ladostigil
for the treatment of MCI and other indication. Mr. Hacham is also
serving as the CFO of OncoHost, an Israeli private company
developing cutting-edge technology to characterize, analyze, and
predict patient response to treatment. Previously, he was the
Co-CEO of NevaBio Ltd, CEO of Clal Life Sciences L.P, CFO & COO
of CureTech Ltd., CFO & COO of Avraham Pharmaceuticals Ltd and
a VP at PolyHeal Ltd. We believe Mr. Hacham is well-qualified to be
on the Board of Directors due to his extensive experience across
numerous biopharmaceutical, biotechnology and pharmaceutical
companies; as well as his experience in managing small companies
and all aspects of financial, operations, business development and
fundraising, closed strategic investment/partnering transactions
with small, mid-size and global companies. Mr. Hacham is an
attorney (a member of the Israeli bar) and graduated from
Bar Ilan University Law School and
received a degree in Economics from Tel-Aviv
University.
Joshua Levine, 56, is a
consultant to a number of entities, including the Israeli Institute
for Biological Research as well as Seach Medical Group (TASE:
SEMG). He has previously served as CEO of XTL Biopharmaceuticals
(Nasdaq: XTLB), CEO/Chairman of Proteologics, and Senior Director
of Teva Innovative Ventures. He has also been a member of the Board
of Directors of a number of companies, including D-Pharm, Clal
Biotechnology and others. His background includes a degree in
Chemistry, experience as a corporate attorney, head of corporate
finance at a US-based investment bank, partner at an Israeli
venture capital fund, deputy head of Teva Innovative Ventures as
well as Chief Executive Officer of two public biotechnology
companies. He has held executive positions within venture capital
funds and investment banks in Israel and the US. We believe Mr. Levine is
well-qualified to serve on the Board of Directors due to his
extensive executive experience in biotechnology and
biopharmaceutical companies; as well as his experience in all
aspects of business development and fundraising, including public
offerings, closed investment/partnering transactions with small,
mid-size and global companies, and developing connections with
investors, analysts and US-based investment banks. Mr. Levine
practiced as an attorney and graduated from Columbia University Law School (with honors) and
received a degree in Chemistry from Yeshiva
University (with honors).
Certain Information Concerning the Participants
Dr. Morris C. Laster ("Dr.
Laster"), together with the other proxy participants, has filed a
preliminary proxy statement and accompanying BLUE proxy card with
the SEC to be used to solicit votes for the election of his slate
of highly-qualified director nominees at the 2021 Annual Meeting of
Shareholders of Scopus BioPharma Inc., a Delaware corporation (the "Company").
DR. LASTER STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, DR. LASTER WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO DR. LASTER'S
PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Dr. Morris C. Laster, Chen Laster, Gabriella
Laster, Sara Laster,
Mordechai Saar Hacham and
Joshua Levine.
As of the date hereof, Dr. Laster beneficially owns 6,006,000
shares of shares of common stock, par value $0.001 per share of the Company ("Common Stock"),
comprised of (i) 4,926,000 shares of Common Stock over which Dr.
Laster claims sole beneficial ownership and (ii) 360,000 shares of
Common Stock held by each of his daughters, Chen Laster, Gabriella
Laster and Sara Laster, or
1,080,000 shares of Common Stock in the aggregate, over which Dr.
Laster claims shared beneficial ownership on account of Dr. Laster,
Chen Laster, Gabriella Laster and Sara Laster constituting a group. As of the date
hereof, none of Messrs. Hacham or Levine beneficially own any
shares of Common Stock.
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SOURCE Dr. Morris C. Laster