Scopus BioPharma Inc. (SCPS)

[FACT-MASTER]

SCPS - Letter from Ashish Sanghrajka

https://www.conferencecalltranscripts.com/summary/?id=10847470

"The following excerpt is from the company's SEC filing.
I,
Ashish Sanghrajka, submit this letter as official notification of my intent to resign from my position as Director of Scopus Biopharma
Inc. (the “Company”), effective immediately.
Throughout
my time as a Director, former President, and former CFO of the Company, Ira S. Greenspan, Joshua R. Lamstein, and Robert J. Gibson (the
“HCFP Directors”) were unwilling to provide me with even the most basic information concerning the Company, its programs, and
its finances. I resigned my title as CFO because I was denied the information and authority to perform that role, but continued my efforts
to help the company succeed as its President, and to protect shareholders as a Director, until I was pushed aside in Spring 2020 because
I would not support the HCFP Directors’ unilateral control and self-dealing . Based on my experience, I have come to believe that the
HCFP Directors’ conduct was designed to keep me and certain other Directors from executing our fiduciary duties as Directors.
Regrettably,
I believe that the HCFP Directors have obfuscated facts, published potentially misleading information concerning the Company, omitted
to publish material information that shareholders were entitled to receive, and engaged in self-dealing transactions intended to enrich
themselves at the expense of the Company’s shareholders.
As
a Director, I asked management critical questions relating to the direction and future of the Company, I voiced specific corporate
governance concerns, and I requested access to important information. In response, instead of answering those questions or providing
information, the HCFP Directors became increasingly hostile towards me. In fact, the HCFP Directors initiated a sham
“investigation” and publicly disparaged me, which has now been the subject of litigation for months. By stifling dissent
and maintaining complete control of the Company, the HCFP Directors have made it impossible for the Board to be effective in
providing any oversight function. Several independent directors will have resigned from the Board at different times over a span of
18 months—a fact that should be viewed as a flashing red light concerning the Company’s corporate governance.
Relatedly,
I have also become concerned about the quality of oversight provided by the Audit Committee. For example, based on my review of the Company’s
recent SEC filing, it appears that the Audit Committee approved the issuance of certain warrants to the HCFP Directors to purchase shares
of the Company’s common stock at an unreasonably low price.
In
addition to fundamental governance issues, based on my review of the most recent SEC filings, the Company appears to have serious financial
issues. For example, I have not been informed of any clinical updates on either of the two lead assets (MRI 1867 and CpG-STAT3siRNA)
in almost a year. Moreover, Scopus shares are trading down over 90% in a single year—from $5.15 a year ago to below $.50 per share today.
Despite this dismal financial situation, it appears the HCFP Directors continue to pay themselves handsomely each year.
All
of my efforts to address these issues have been unsuccessful. After the Company refused to address the corporate governance concerns
I raised and refused to provide me with basic information to which I was entitled as a Director, I—along with another Director and the
Company’s largest shareholder and only ever CEO—filed a derivative lawsuit on behalf of all Scopus shareholders in effort to ensure that
the Company reformed its corporate governance and internal procedures. That lawsuit has not brought about any change at the Company.
In
short, I believe the HCFP Directors’ actions have resulted in disabling actual independent Directors from fulfilling their fiduciary
duties and obligations to the Company. I remained on the Board until I felt certain that the HCFP Directors would not permit me and certain
other directors to fulfill our fiduciary duties. I am now certain that this is the case, and that is why I am resigning at this time.
This
letter of resignation is written without prejudice to my rights, including my right to seek advancement and/or indemnification for costs
and fees under the Company’s corporate governance documents and to pursue all other legal remedies and claims .
Regards,"