SEC Form SC 13D filed by Scopus BioPharma Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.__)*

SCOPUS BIOPHARMA INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

809171101

(CUSIP Number)

Joshua R. Lamstein

420 Lexington Avenue, Suite 300

New York, New York 10170

Phone: (212) 479-2513

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2021

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity securities to which this Schedule 13D relates is the common stock, $0.001 par value per share (the “Shares”), of Scopus BioPharma Inc., a Delaware corporation (the “Issuer”), which has its principal executive office at 420 Lexington Avenue, Suite 300, New York, New York, 10170.

In 2019, certain investors contributed Shares to the LLC as consideration for membership interests in the LLC.

The LLC is managed by its two co-managers, Mr. Greenspan and Mr. Lamstein.

The Reporting Persons acquired the Shares for investment purposes. No Reporting Persons have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their intentions or purpose and take actions which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

(a) The LLC beneficially owns 1,350,000 Shares. Mr. Greenspan and Mr. Lamstein are the two co-managers of the LLC, and as such each may be deemed to have indirect beneficial ownership of the Shares that are directly beneficially owned by the LLC.

Mr. Greenspan indirectly beneficially owns (i) 1,350,000 Shares by virtue of his indirect beneficial ownership of the 1,350,000 Shares of the LLC, representing approximately 6.4% of the outstanding Shares; (ii) an aggregate of 140,002 Shares (which consists of 73,334 Shares and 66,668 Shares issuable upon exercise of W Warrants by virtue of his indirect beneficial ownership of the 66,668 Shares issuable upon exercise of W Warrants of HCP/Advest LLC), representing approximately 0.7% of the outstanding Shares; (iii) 14,640 Shares by virtue of his indirect beneficial ownership of the 14,640 Shares of HCFP, representing approximately 0.1% of the outstanding Shares; and (iv) 82,450 Shares directly owned by Mr. Greenspan, representing approximately 0.4% of the outstanding Shares.

Mr. Lamstein indirectly beneficially owns (i) 1,350,000 Shares by virtue of his indirect beneficial ownership of the 1,350,000 Shares of the LLC, representing approximately 6.4% of the outstanding Shares and (ii) directly beneficial owns  an aggregate of 151,128 Shares (which consists of 119,997 Shares and 31,131 Shares issuable upon exercise of W Warrants by virtue of his direct beneficial ownership of the 31,131 Shares issuable upon exercise of W Warrants), representing approximately 0.7% of the outstanding Shares.

Each of Mr. Greenspan and Mr. Lamstein indirectly beneficially owns 1,068,016 Shares issuable upon exercise of W Warrants by virtue of their indirect beneficial ownership of the 1,068,016 Shares of SCPS/Strategic Capital Partners LLC (“SCP”), representing approximately 4.8% of the outstanding Shares. Each W Warrant has an exercise price of $4.00 and became exercisable into Shares starting on October 1, 2021 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. Both Mr. Greenspan and Mr. Lamstein are co-managers of SCP and have shared voting and dispositive power over the 1,068,016 Shares of the SCP. They disclosed their beneficial ownership relating to the 1,068,016 Shares of SCP to the SEC on August 12, 2021 on a Schedule 13D filing.

Prior to November 23, 2021, each of Mr. Greenspan and Mr. Lamstein indirectly beneficially owned 3,000,000 Shares issuable upon exercise of W Warrants by virtue of their indirect beneficial ownership of the 3,000,000 Shares of HCFP/Capital Partners 18B-2 LLC (“18B-2”), representing approximately 14.2% of the outstanding Shares as of September 16, 2021. Both Mr. Greenspan and Mr. Lamstein are co-managers of 18B-2 and had shared voting and dispositive power over the 3,000,000 Shares of 18B-2 previously owned. They disclosed their beneficial ownership relating to the 3,000,000 Shares of 18B-2 to the SEC on December 15, 2020 on Form 3 filings and August 12, 2021 on a Schedule 13D filing.

On November 23, 2021, 18B-2, pursuant to a Warrant Contribution Agreement by and between the Issuer and 18B-2 (the “Warrant Contribution Agreement”), agreed to contribute its 3,000,000 W Warrants back to the Issuer in exchange for the Issuer cancelling a $1.5 million contingent promissory note, including any and all interest, owed by 18B-2 to the Issuer.

The calculation of the percentage of outstanding Shares held by the Reporting Persons are based on 21,094,264 Shares outstanding, as of November 23, 2021.

(b) The LLC has the sole power to vote or direct the vote of 1,350,000 Shares. Mr. Greenspan has the sole power to vote or direct the vote of 237,092 Shares. Mr. Lamstein has the sole power to vote or direct the vote of 151,128 Shares. Mr. Greenspan and Mr. Lamstein have the shared power to vote or direct the vote of 1,350,000 Shares.

The LLC has the sole power to dispose of or direct the disposition of 1,350,000 Shares. Mr. Greenspan has the sole power to dispose of or direct the disposition of 237,092 Shares. Mr. Lamstein has the sole power to dispose of or direct the disposition of 151,128 Shares. Mr. Greenspan and Mr. Lamstein have the shared power to dispose or direct the disposition of 1,350,000 Shares.

(c) Other than the Warrant Contribution Agreement, none of the Reporting Persons have effected any other transactions of the Shares during the past 60 days.

(d) Other than Mr. Greenspan and Mr. Lamstein, in their capacity as co-managers of the LLC, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the LLC’s 1,350,000 Shares.

(e) Not applicable.

On November 21, 2021, each of Mr. Greenspan and Mr. Lamstein signed a letter agreement to vote all of their shares of the Issuer over which they have voting control in favor of any resolution presented to the shareholders of the Issuer to approve the increase in the authorized shares of the common stock of the Company pursuant to a Securities Purchase Agreement signed on November 21, 2021. 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete, and correct.

Dated: November 26, 2021