SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lamstein Joshua R

(Last)

(First)

(Middle)

C/O SCOPUS BIOPHARMA INC.

420 LEXINGTON AVENUE, SUITE 300

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Scopus BioPharma Inc. [ SCPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	$0.5	07/31/2021		J		$981⁽¹⁾		04/09/2020	07/31/2021	W Warrant	1,963	⁽¹⁾	$8,481	D
Convertible Notes	$0.5	07/31/2021		C			$8,481⁽²⁾	04/09/2020	07/31/2021	W Warrant	16,963	⁽²⁾	$0	D
W Warrants	$4	07/31/2021		J		16,963⁽³⁾		10/01/2021	09/30/2026	B Unit⁽⁴⁾	16,963	⁽³⁾	31,131⁽⁵⁾	D
W Warrants	$4	07/31/2021		J		1,068,016⁽⁶⁾		10/01/2021	09/30/2026	B Unit⁽⁴⁾	1,068,016	⁽⁶⁾	1,068,016	I	SCPS/Strategic Capital Partners LLC

Explanation of Responses:

1. Represents accrued interest on the Convertible Notes through and including July 31, 2021 (the "Maturity Date").

2. Represents the total outstanding principal amount and accrued interest on the Convertible Notes through and including the Maturity Date that were converted into W Warrants on such date. No additional consideration was required in connection with such conversion.

3. Represents the W Warrants issued upon conversion of the total outstanding principal amount and accrued interest on the Convertible Notes through and including the Maturity Date. No additional consideration was required in connection with such conversion.

4. Each W Warrant is exercisable for one B Unit. Starting on April 1, 2022, each B Unit can be separated into one share of common stock and one Z Warrant. Each Z Warrant is exercisable for one share of common stock with an exercise price of $5.00 per share. The Z Warrant will become exercisable on July 1, 2022 and will expire on June 30, 2027.

5. Includes 14,168 W Warrants that were previously reported on the reporting person's Form 3 filed with the SEC on December 15, 2020.

6. Represents W Warrants held by SCPS/Strategic Capital Partners LLC, of which Mr. Lamstein is a co-manager. Accordingly, he is deemed to have shared voting and dispositive power over the securities held by such entity. Mr. Lamstein disclaims beneficial ownership of such securities, except to the extent of his proportionate pecuniary interest therein.

	/s/ Joshua R. Lamstein	08/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Lamstein Joshua R