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, 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 August 11, 2023, there were 42,084,264 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.	21

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.	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	30

Item 3.	Defaults Upon Senior Securities.	30

Item 4.	Mine Safety Disclosures.	30

Item 5.	Other Information.	30

Item 6.	Exhibits.	31

Signatures		32

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,
	2023		2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	362,097	$	124,575
Prepaid expenses and other current assets		133,757		265,425
Total current assets		495,854		390,000

Property and equipment, net		1,700		2,265
Total assets	$	497,554	$	392,265
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	10,908,917	$	7,201,926
Other current liabilities		93,178		252,508
Total current liabilities		11,002,095		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; 39,784,264 and 21,094,264 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		39,784		21,094
Additional paid-in capital		48,615,546		46,518,455
Stock subscriptions receivable		(5,962)		(33,950)
Accumulated deficit		(58,131,350)		(53,064,975)
Accumulated other comprehensive income (loss)		30,231		(4,954)
Total Scopus BioPharma Inc. stockholders’ deficit		(9,451,751)		(6,564,330)
Noncontrolling interest (deficit)		(1,052,790)		(497,839)
Total stockholders’ deficit		(10,504,541)		(7,062,169)
Total liabilities and stockholders’ deficit	$	497,554	$	392,265

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,
	2023		2022		2023		2022
Revenues	$	—	$	—	$	—	$	—
Operating expenses:
General and administrative		935,860		2,670,135		2,006,594		6,961,801
Research and development		1,992,998		649,468		3,601,920		1,018,576
Total operating expenses		2,928,858		3,319,603		5,608,514		7,980,377
Net loss		(2,928,858)		(3,319,603)		(5,608,514)		(7,980,377)
Net loss attributable to non-controlling interest (deficit)		(312,305)		—		(542,140)		—
Net loss attributable to Scopus BioPharma Inc.		(2,616,553)		(3,319,603)		(5,066,374)		(7,980,377)
Comprehensive income:
Foreign currency translation adjustment		16,756		56,754		35,185		74,620
Total comprehensive loss attributable to Scopus BioPharma Inc.	$	(2,599,797)	$	(3,262,849)	$	(5,031,189)	$	(7,905,757)

Net loss per common share attributable to Scopus BioPharma Inc.:
Basic and diluted	$	(0.07)	$	(0.16)	$	(0.14)	$	(0.38)

Weighted-average common shares outstanding:
Basic and diluted		39,742,505		21,094,264		35,081,943		21,094,264

See accompanying notes to condensed consolidated financial statements.

Table of Contents

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Table of Contents

(Unaudited)


										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 Scopus Private Placement	18,490,000		18,490		906,010		(25,000)		—		—		899,500		—		899,500
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
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)
Stock-based compensation expense	—		—		78,108		—		—		—		78,108		—		78,108
Proceeds from Scopus Private Placement, net of transaction costs of $20	200,000		200		9,780		25,000		—		—		34,980		—		34,980
Proceeds from Duet Private Placement, net of transaction costs of $20 (Note 7)	—		—		5,778		(2,384)		—		—		3,394

SEC Form 10-Q filed by Scopus BioPharma Inc.