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, 2022

¨ 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)

212479-2513

(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
Common Stock, par value $0.001 per share		SCPS		The Nasdaq Stock Market LLC (Nasdaq Global Market)

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	x	Smaller reporting company	x
		Emerging growth company	x

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 x

As of May 13, 2022, there were 21,094,264 shares outstanding of the registrant’s common stock.


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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4.	Controls and Procedures.	26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	27

Item 1A.	Risk Factors.	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28

Item 3.	Defaults Upon Senior Securities.	28

Item 4.	Mine Safety Disclosures.	28

Item 5.	Other Information.	28

Item 6.	Exhibits.	29

Signatures		30


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	3,974,794	$	7,942,971
Prepaid expenses and other current assets		629,618		241,904
Total current assets		4,604,412		8,184,875

Property and equipment, net		3,408		2,840
Total assets	$	4,607,820	$	8,187,715

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	5,138,251	$	4,170,266

COMMITMENTS AND CONTINGENCIES (NOTE 8)

Stockholders’ equity:
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; 21,094,264 shares issued and outstanding		21,094		21,094
Additional paid-in capital		45,633,184		45,538,156
Accumulated deficit		(46,115,922)		(41,455,148)
Accumulated other comprehensive loss		(68,787)		(86,653)
Total stockholders’ equity (deficit)		(530,431)		4,017,449
Total liabilities and stockholders’ equity (deficit)	$	4,607,820	$	8,187,715


	Three Months Ended March 31,
	2022		2021
Revenues	$	—	$	—

Operating expenses:
General and administrative		4,291,666		1,818,805
Research and development		369,108		1,254,497
Total operating expenses		4,660,774		3,073,302
Loss from operations		(4,660,774)		(3,073,302)
Other expense:
Interest expense		—		(332,005)
Net loss		(4,660,774)		(3,405,307)
Comprehensive income:
Foreign currency translation adjustment		17,866		19,978
Total comprehensive loss	$	(4,642,908)	$	(3,385,329)

Net loss per common share:
Basic and diluted	$	(0.22)	$	(0.22)

Weighted-average common shares outstanding:
Basic and diluted		21,094,264		15,337,041


										Accumulated Other
	Common Stock			Additional		Note		Accumulated		Comprehensive		Total Stockholders’
	Shares	Amount		Paid-in Capital		Receivable		Deficit		Loss		Equity (Deficit)
Balances as of December 31, 2021	21,094,264	$	21,094	$	45,538,156	$	—	$	(41,455,148)	$	(86,653)	$	4,017,449
Stock-based compensation expense	—		—		95,028		—		—		—		95,028
Foreign currency translation adjustment	—		—		—		—		—		17,866		17,866
Net loss	—		—		—		—		(4,660,774)		—		(4,660,774)
Balances as of March 31, 2022	21,094,264	$	21,094	$	45,633,184	$	—	$	(46,115,922)	$	(68,787)	$	(530,431)


Risk-free interest rate	1.33	%
Expected life	5 years
Dividend yield	0	%
Volatility	80	%


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(4,660,774)	$	(3,405,307)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		609		372
Stock-based compensation expense		95,028		183,334
Non-cash interest expense		—		259,759
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(389,066)		(229,658)
Accounts payable and accrued expenses		976,684		394,690

Net cash used in operating activities		(3,977,519)		(2,796,810)

Cash flows from investing activities:
Purchases of property and equipment		(1,552)		—

Cash flows from financing activities:
Gross proceeds from issuances of common stock		—		10,350,000
Issuance costs related to the issuances of common stock and AIOs		—		(1,149,775)

Net cash provided by financing activities		—		9,200,225

Effects of changes in foreign currency exchange rates on cash		10,894		20,253

Net increase (decrease) in cash		(3,968,177)		6,423,668

Cash, beginning of period		7,942,971		1,832,100

Cash, end of period	$	3,974,794	$	8,255,768

Supplemental disclosure of cash flow information:
Non-cash financing activity:
Offering costs in accounts payable and accrued expenses	$	—	$	19,125


	Three months ended March 31,
	2022	2021
Warrants	23,458,418	17,318,876
Convertible Notes (if converted)	—	12,279,726
Stock options	849,283	1,337,111
Additional Investment Options (AIOs)	3,225,000	—
Contingent consideration in common stock	1,266,666	2,533,333
Total	28,799,367	33,469,046


							Weighted-
				Weighted-			average

SEC Form 10-Q filed by Scopus BioPharma Inc.