Scopus BioPharma Inc. (SCPS)

[FACT-MASTER]

SCPS - Review of Issues:

https://ih.advfn.com/stock-market/NASDAQ/scopus-biopharma-SCPS/stock-news/88165648/quarterly-report-10-q#SCPS-20220331X10Q_HTM_Item1LegalProceedings_971334

"On October 26, 2021, the Adverse Parties filed the Derivative Complaint, purportedly on behalf of the Company, against all of the other members of the Company’s Board, excluding Sanghrajka and Hopper, and certain of their affiliates in the Chancery Court. The Derivative Complaint set forth various assertions and allegations against directors who serve on the Executive Committee (the “Executive Committee Directors”) and certain other directors (the “Independent Directors”). On November 12, 2021, the Company filed a motion to dismiss the Derivative Complaint. On March 11, 2022, the Chancery Court dismissed the Derivative Complaint."

Both Sanghrajka and Hopper have resigned.


https://ih.advfn.com/stock-market/NASDAQ/scopus-biopharma-SCPS/stock-news/87982197/amended-annual-report-10-k-a

"On April 7, 2021, Morris Laster (“Laster”) filed a Schedule 13D (the “13D”) stating, among other things, that Laster intended to vote against the future election of members of Scopus’ then current Board. On May 9, 2021, Laster submitted nominations for Messrs. Levine and Hacham for election to the Board at the 2021 Annual Meeting, which nominations were subsequently disclosed in an amendment to the 13D filed by Laster on May 12, 2021 (the “Amended 13D”). A definitive proxy statement naming Messrs. Levine and Hacham as Laster’s nominees was filed on October 6, 2021. As disclosed in an amended Current Report on Form 8-K filed with the SEC on January 10, 2022, which was filed to disclose the final voting results of the 2021 Annual Meeting, it was disclosed that, on January 3, 2022, the Executive Committee Directors filed a Verified Complaint pursuant to Section 225 of the Delaware General Corporation Law challenging the results of the 2021 Annual Meeting (the “Section 225 Action”), on the basis that, among other things, (i) Laster improperly voted 6,000,000 shares of the company’s common stock at the 2021 Annual Meeting because Laster does not own such shares over which Laster improperly and incorrectly claimed ownership, and (ii) Laster would not have succeeded at the 2021 Annual Meeting but for the fact he improperly voted such shares. If the Executive Committee Directors were to prevail in the Section 225 Action, then the outcome of the 2021 Annual Meeting would be deemed invalid. On April 26, 2022, Joshua Levine and Mordechai Hacham resigned from the Board."

Both Levine and Hacham have resigned

NEXT ITEM:

https://ih.advfn.com/stock-market/NASDAQ/scopus-biopharma-SCPS/stock-news/87842277/annual-report-10-k

"In April 2021, Laster initiated the Delaware Litigation against the company in the Chancery Court with respect to ownership of 3,500,000 shares of the company’s common stock. Pursuant to a stipulation approved by the Chancery Court in the Delaware Litigation, the parties agreed to, among other things, an expedited timeline for resolving the Delaware Litigation with a trial intended to be held in December 2021. Such stipulation also provided for adjournments or postponements of the company’s 2021 Annual Meeting, such that the Annual Meeting would be held and the vote on the items of business to be considered at the Annual Meeting would take place during a specified time after a decision on the merits by the Chancery Court or a final settlement between the parties. Pursuant to additional proceedings in the Chancery Court, the company became subject to further expedition for document production. The company’s inability to meet such production deadlines, among other things, resulted in the company being sanctioned by the Chancery Court. Laster made several motions relating to such sanctions, including seeking to recover lawyers’ fees. Commencing in January 2022, the Chancery Court, by subsequent hearings and court orders, specified the categories and amounts of legal fees which would be reimbursable. The precise reimbursable amount is not yet finalized and remains subject to a court order, which we anticipate will be finalized in Q2 2022. In an attempt to mitigate the dispute, reduce the ongoing expenses and disruption of expedition, and limit exposure under sanctions, the company has taken steps in an effort to resolve the Delaware Litigation, including facilitating the transfer by the then-record owner to Laster of record ownership of the Disputed Shares and facilitating the delivery of an irrevocable proxy by the then-record owner to Laster to vote such shares. The Delaware Litigation remains in discovery with a trial date scheduled for early June 2022."