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 June 30, 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)

(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
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	☒	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 August 12, 2022, there were 21,094,264 shares outstanding of the registrant’s common stock.

Table of Contents

TABLE OF CONTENTS


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.	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	28

Item 4.	Controls and Procedures.	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	30

Item 1A.	Risk Factors.	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32

Item 3.	Defaults Upon Senior Securities.	32

Item 4.	Mine Safety Disclosures.	32

Item 5.	Other Information.	32

Item 6.	Exhibits.	33

Signatures		34

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current assets:
Cash	$	1,156,465	$	7,942,971
Prepaid expenses and other current assets		513,695		241,904
Total current assets		1,670,160		8,184,875

Property and equipment, net		2,812		2,840
Total assets	$	1,672,972	$	8,187,715

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	5,371,224	$	4,170,266

COMMITMENTS AND CONTINGENCIES (NOTE 8)

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; 21,094,264 issued and outstanding		21,094		21,094
Additional paid-in capital		45,728,212		45,538,156
Accumulated deficit		(49,435,525)		(41,455,148)
Accumulated other comprehensive loss		(12,033)		(86,653)
Total stockholders’ equity (deficit)		(3,698,252)		4,017,449
Total liabilities and stockholders’ equity (deficit)	$	1,672,972	$	8,187,715

See accompanying notes to condensed consolidated financial statements.

Table of Contents

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues	$	—	$	—	$	—	$	—

Operating expenses:
General and administrative		2,670,135		1,726,988		6,961,801		3,545,793
Research and development		649,468		13,555,633		1,018,576		14,810,130
Total operating expenses		3,319,603		15,282,621		7,980,377		18,355,923
Loss from operations		(3,319,603)		(15,282,621)		(7,980,377)		(18,355,923)
Other expense:
Interest expense		—		(332,005)		—		(664,010)
Change in fair value of common stock warrant liability		—		(14,274)		—		(14,274)
Total other expense		—		(346,279)		—		(678,284)
Net loss		(3,319,603)		(15,628,900)		(7,980,377)		(19,034,207)
Comprehensive income (loss):
Foreign currency translation adjustment		56,754		(12,369)		74,620		7,609
Total comprehensive loss	$	(3,262,849)	$	(15,641,269)	$	(7,905,757)	$	(19,026,598)

Net loss per common share:
Basic and diluted	$	(0.16)	$	(0.97)	$	(0.38)	$	(1.21)

Weighted-average common shares outstanding:
Basic and diluted		21,094,264		16,191,699		21,094,264		15,766,731

See accompanying notes to condensed consolidated financial statements.

Table of Contents

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

SEC Form 10-Q filed by Scopus BioPharma Inc.