Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported on March 18, 2022, Scopus BioPharma Inc. (the "Company")
received deficiency notification letters from the Listing Qualifications Staff
of the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in
compliance with Nasdaq's majority independent director requirement (the
"Majority Independent Requirement") and audit and compensation committee
requirements ("Audit and Compensation Committee Requirements"), each as set
forth in Nasdaq Listing Rule 5605.
With the previously reported appointment of Raphael Hofstein, Ph.D. to the Board
of Directors (the "Board") on April 29, 2022 and the resignation of Ashish
Sanghrajka from the Board on May 4, 2022, the Company had regained compliance
with the Majority Independent Requirement and Audit and Compensation Committee
Requirements, which was confirmed by Nasdaq on May 16, 2022. With the subsequent
resignation of Paul Hopper on May 18, 2022, as previously reported, the Company
is no longer in compliance with the Majority Independent Requirement as of such
date, but remains in compliance with the Audit and Compensation Committee
Requirements. Accordingly, on May 23, 2022, the Company received a
deficiencynotification letter from Nasdaq indicating that the Company is not in
compliance with Nasdaq's Majority Independent Requirement.
Consistent with Nasdaq Listing Rules 5605(b)(1)(A), Nasdaq has provided the
Company a new cure period in order to regain compliance with the Majority
Independent Requirement: (i) until the earlier of the Company's next annual
stockholders' meeting or May 18, 2023, or (ii) if the next annual stockholders'
meeting is held before November 14, 2022, then the Company must evidence
compliance no later than November 14, 2022.
This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq
Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly
disclose the deficiency within four (4) business days after the date of the
deficiency letter.
© Edgar Online, source Glimpses