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Offering Circular

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Offering Circular Offering Circular 1,000,000 Shares Common Stock We are offering 1,000,000 shares of our common stock. The public offering price is $9.00 per share. Our common stock is listed on The Nasdaq Global Market under the symbol “SCPS”. On January 25, 2021, the last sale price of our common stock on Nasdaq was $12.09 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements. As a smaller reporting company within the meaning of Rule 405, we are following the Form S-1 disclosure requirements for smaller reporting companies. This is a Regulation A+ Tier 2 offering. This offering circular is intended to provide the information required by Part I of Form S-1. This offering will begin as soon as practicable after this offering circular has been qualified by the United States Securities and Exchange Commission. We have granted the underwriters an option to purchase up to an additional 150,000 shares of common stock at the public offering price less the underwriting discount. See “Risk Factors” beginning on page 9 of this offering circular for a discussion of information that should be considered in connection with deciding whether to make an investment. The Securities and Exchange Commission, or the Commission, does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. The shares of common stock are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the shares of common stock offered are exempt from registration. Per Share Total(1) Public offering price ............................................ $9.00 $9,000,000 Underwriting discount(2) ......................................... $0.72 $ 720,000 Proceeds, before expenses, to us .................................... $8.28 $8,280,000 (1) Assumes the underwriters have not exercised their option to purchase additional shares of common stock. (2) See “Underwriting” beginning on page 94 of this offering circular for additional information and a description of the compensation payable to, and other arrangements with, the underwriters. The underwriters are offering the shares of common stock for sale on a firm commitment basis. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about January 29, 2021. Sole Bookrunning Manager Co-Manager The Benchmark Company Joseph Gunnar & Co., LLC The date of this offering circular is January 26, 2021 ABOUT THIS OFFERING CIRCULAR This offering circular speaks only as of the date hereof. We will amend this offering circular whenever the information it contains has become false or misleading in light of existing circumstances and for other purposes, such as to disclose material developments related to the securities offered hereby, to update required financial statements or if there has been a fundamental change in the information initially presented. We will file an amended offering circular as part of an amendment to our Form 1-A, which we will file with the Commission, or other appropriate regulatory bodies. Our shares of common stock may not be available for offer and sale to residents of every state. This offering circular contains all of the representations by the company concerning this offering, and no person shall make different or broader statements than those contained herein. Investors are cautioned not to rely upon any information not expressly set forth in this offering circular. Investment in small businesses involves a high degree of risk, and investors should not invest any funds in this offering unless they can afford to lose their entire investment. In making an investment decision, investors must rely on their own examination of the company and the terms of the offering, including the merits and risks involved. This offering circular does not constitute an offer to sell or solicitation of an offer to buy in any jurisdiction in which such offer or solicitation would be unlawful or any person to who it is unlawful to make such offer or solicitation. For investors outside of the United States, we have not taken any action which would permit the offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose may be required. Investors must inform themselves about and observe any restrictions relating to this offering and the distribution of this offering circular outside the United States. Neither the delivery of this offering circular nor any sale made hereunder shall, under any circumstances, create an implication that there as has been no change in the affairs of the company since the date hereof. Information contained in this offering circular is subject to completion or amendment. TABLE OF CONTENTS Page Summary ................................................................ 1 Risk Factors .............................................................. 9 Cautionary Statement Regarding Forward-Looking Statements .......................... 38 Use of Proceeds ........................................................... 39 Dilution ................................................................. 40 Capitalization ............................................................. 41 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 42 Our Business .............................................................. 50 Management .............................................................. 69 Certain Relationships and Related Party Transactions . .............................. 83 Security Ownership of Management and Certain Securityholders . ......... 85 Securities Being Offered and Description of Securities ................................. 87 Shares Eligible for Future Sale ................................................. 92 Underwriting ............................................................. 94 Legal Matters ............................................................. 103 Experts ................................................................. 103 Where You Can Find More Information .......................................... 103 Index to Financial Statements .................................................. F-1 Any use of trade names, trademarks or service marks does not imply any relationship with, or endorsement or sponsorship of us by, any other companies. Each trade name, trademark or service mark of any other company appearing in this offering circular is the property of its respective holder. In this offering circular, we identify our lead drug candidate with a name solely for ease of use in referencing such drug candidate. Such drug candidate is also identified by its development name, CpG-STAT3siRNA, by our licensor and, from time to time, by us. Any name used by us in connection with CpG-STAT3siRNA for any purposes other than current ease of use or reference, if any, may be subject to regulatory and other approvals. Any use of such name to identify our drug candidate does not mean, nor is it meant to imply, that such drug candidate is or will be, at any point in the future, referred to by such name. Further, any use of such name to identify our drug candidate does not mean, nor is it meant to imply, that such drug candidate has obtained or will obtain regulatory approval. i SUMMARY This summary highlights certain information appearing elsewhere in this offering circular. For a more complete understanding of this offering, you should read the entire offering circular carefully, including the risk factors and the financial statements. Unless otherwise stated in this offering circular, “we”, “us”, “our”, “company”, “Scopus” and “Scopus BioPharma” refer to Scopus BioPharma Inc. Overview We are a biopharmaceutical company developing transformational therapeutics targeting serious diseases with significant unmet medical needs. Our mission is to improve patient outcomes and save lives. To achieve our mission, we are capitalizing on groundbreaking scientific and medical discoveries at some of the world’s foremost research and academic institutions. Our lead development program is a novel, targeted immuno-oncology gene therapy for the treatment of multiple cancers. We have partnered with City of Hope, or COH, for CpG-STAT3siRNA, or CO-sTiRNATM, a STAT3 inhibitor gene therapy. Pre-clinical testing at City of Hope was designed to determine whether CO-sTiRNA would reduce growth and metastasis of various pre-clinical tumor models, including melanoma, and colon and bladder cancers, as well as leukemia and lymphoma. Based upon such testing, an investigational new drug application, or IND, for CO-sTiRNA for B-cell lymphoma is currently anticipated to be filed with the United States Food and Drug Administration, or FDA, in H1 2021. We currently anticipate that a first-in-human Phase 1 clinical trial for B-cell lymphoma will commence in H2 2021. In conjunction with City of Hope, Phase 1 clinical trials for additional cancer indications are being contemplated for CO-sTiRNA in combination with immune checkpoint inhibitors and chimeric antigen receptor T-cells, or CAR-Ts. Our second lead development program is MRI-1867, a peripherally-restricted, dual-action cannabinoid-1, or CB1, receptor inverse agonist and inhibitor of inducible
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