UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 14, 2022 and October 16, 2022, in connection with a recapitalization, Scopus BioPharma Inc. (“Scopus” or the “Company”) entered into exchange agreements with Duet BioTherapeutics Inc. (“Duet”), its then wholly owned subsidiary, and holders (the “Holders”) of warrants (the “Warrants”) exercisable into an aggregate of 20,879,340 shares of Scopus common stock, pursuant to which such Warrants were exchanged for 1,043,989 shares of Class B common stock of Duet owned by Scopus. Upon completion of the exchanges, the Warrants were cancelled, as a result of which the shares of Scopus common stock previously underlying the Warrants became unreserved and part of the Company’s authorized and unissued common stock. After giving effect to the recapitalization, Scopus continues to be the controlling stockholder of Duet with an approximately 90% ownership stake.
The foregoing description of the exchange agreements is not complete and is subject to, and qualified in its entirety by, the full text of the form of Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Exhibits | |
| 10.1 | Form of Exchange Agreement | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 hereunto duly authorized.
| SCOPUS BIOPHARMA INC. | ||
| Dated: October 20, 2022 | By: | /s/ Joshua R. Lamstein |
| Joshua R. Lamstein | ||
| Chairman | ||