UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ended from ________ to ________

Commission File Number: 001-39788

SCOPUS BIOPHARMA INC

(Exact name of registrant as specified in its charter)

Delaware	82-1248020
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

420 Lexington Avenue, Suite 300

New York, New York, 10170

(Address of principal executive offices)

(212) 479-2513

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 ☒

As of May 8, 2023, there were 39,784,264 shares outstanding of the registrant’s common stock.


PART I – FINANCIAL INFORMATION
		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements.	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24

Item 4.	Controls and Procedures.	25

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	26

Item 1A.	Risk Factors.	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26

Item 3.	Defaults Upon Senior Securities.	26

Item 4.	Mine Safety Disclosures.	26

Item 5.	Other Information.	26

Item 6.	Exhibits.	27

Signatures		28


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	1,401,475	$	124,575
Prepaid expenses and other current assets		199,818		265,425
Total current assets		1,601,293		390,000

Property and equipment, net		2,034		2,265
Total assets	$	1,603,327	$	392,265
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	9,151,750	$	7,201,926
Other current liabilities		161,462		252,508
Total current liabilities		9,313,212		7,454,434

COMMITMENTS AND CONTINGENCIES (NOTE 6)

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 20,000,000 shares authorized; zero shares issued and outstanding		—		—
Common stock, $0.001 par value; 50,000,000 shares authorized; 39,584,264 and 21,094,264 issued and outstanding at March 31, 2023 and December 31, 2022, respectively		39,584		21,094
Additional paid-in capital		48,543,332		46,518,455
Stock subscriptions receivable		(28,578)		(33,950)
Accumulated deficit		(55,514,797)		(53,064,975)
Accumulated other comprehensive income (loss)		13,475		(4,954)
Total Scopus BioPharma Inc. stockholders’ equity (deficit)		(6,946,984)		(6,564,330)
Noncontrolling interest (deficit)		(762,901)		(497,839)
Total stockholders’ equity (deficit)		(7,709,885)		(7,062,169)
Total liabilities and stockholders’ equity (deficit)	$	1,603,327	$	392,265


	Three Months Ended March 31,
	2023		2022
Revenues	$	—	$	—
Operating expenses:
General and administrative		1,070,734		4,291,666
Research and development		1,608,922		369,108
Total operating expenses		2,679,656		4,660,774
Net loss		(2,679,656)		(4,660,774)
Net loss attributable to noncontrolling interest (deficit)		(229,834)		—
Net loss attributable to Scopus BioPharma Inc.		(2,449,822)		(4,660,774)
Comprehensive income:
Foreign currency translation adjustment		18,429		17,866
Total comprehensive loss attributable to Scopus BioPharma Inc.	$	(2,431,393)	$	(4,642,908)

Net loss per common share attributable to Scopus BioPharma Inc.:
Basic and diluted	$	(0.08)	$	(0.22)

Weighted-average common shares outstanding:
Basic and diluted		30,369,597		21,094,264


										Accumulated		Total Scopus				Total
				Additional		Stock				Other		BioPharma Inc.		Noncontrolling		Stockholders’
	Common Stock			Paid-in		Subscriptions		Accumulated		Comprehensive		Stockholders’		Interest		Equity
	Shares	Amount		Capital		Receivable		Deficit		Income (Loss)		Equity (Deficit)		(Deficit)		(Deficit)
Balances as of December 31, 2022	21,094,264	$	21,094	$	46,518,455	$	(33,950)	$	(53,064,975)	$	(4,954)	$	(6,564,330)	$	(497,839)	$	(7,062,169)
Stock-based compensation expense	—		—		78,108		—		—		—		78,108		—		78,108
Proceeds from Duet Private Placement, net of transaction costs of $84,072 (Note 7)	—		—		1,040,759		30,372		—		—		1,071,131		(35,228)		1,035,903
Proceeds from Scopus Private Placement	18,490,000		18,490		906,010		(25,000)		—		—		899,500		—		899,500
Foreign currency translation adjustment	—		—		—		—		—		18,429		18,429		—		18,429
Net loss	—		—		—		—		(2,449,822)		—		(2,449,822)		(229,834)		(2,679,656)
Balances as of March 31, 2023	39,584,264	$	39,584	$	48,543,332	$	(28,578)	$	(55,514,797)	$	13,475	$	(6,946,984)	$	(762,901)	$	(7,709,885)


				Weighted-
		Weighted-		average
		average		Remaining
	Options	Exercise Price		Contractual Life
Outstanding at December 31, 2022	772,500	$	5.15		4.20
Granted	—		—		—
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at March 31, 2023	772,500	$	5.15		3.95
Vested and exercisable at March 31, 2023	701,801	$	5.11		4.07
Unvested at March 31, 2023	70,699	$	5.50		2.71


●	Antisense	CpG-STAT3ASO	(“DUET-02”)

●	RNA silencing	CpG-STAT3siRNA	(“DUET-01”)

●	DNA-binding inhibitor	CpG-STAT3decoy	(“DUET-03”)


	Three Months Ended March 31,
	2023	2022
Warrants	2,579,078	23,458,418
Stock options	772,500	849,283
Additional Investment Options (AIOs)	3,225,000	3,225,000
Contingent consideration in common stock	1,266,666	1,266,666
Total	7,843,244	28,799,367

SEC Form 10-Q filed by Scopus BioPharma Inc.