Scopus BioPharma Inc. (SCPS)

[FACT-MASTER]

"On October 26, 2021, Dr. Laster and Messrs. Sanghrajka and Hopper (collectively, the “Plaintiffs”) filed a stockholder derivative lawsuit, purportedly on behalf of the Company, against all of the other members of the Company’s Board and certain of their affiliates in the Chancery Court (the “Derivative Complaint”). The Derivative Complaint alleges, among other things, that certain directors (the “Management Directors”) have wasted and diverted corporate assets, and that the other directors (the “Independent Directors”), excluding Messrs. Sanghrajka and Hopper, failed to stop the Management Directors from taking such actions. The Plaintiffs assert that they did not make demand upon the Company’s Board because demand would have been futile, notwithstanding the fact that five of the Company’s nine directors, including Mr. Hopper, are independent. On November 12, 2021, the Company filed a motion to dismiss the Derivative Complaint for failure to make a pre-suit demand on its Board."

https://www.sec.gov/ix?doc=/Archives/edgar/data/1772028/000141057821000171/scps-20210930x10q.htm#Item3DefaultsUponSeniorSecurities_467199