SCPS Scopus BioPharma Inc

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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 is not in compliance with Nasdaq’s majority independent director requirement (“Majority Independent Requirement”) and audit and compensation committee requirements (“Audit and Compensation Committee Requirements”), each as set forth in Nasdaq Listing Rule 5605.

On December 20, 2021, the Company held its annual meeting (the “Annual Meeting”) where, based on the election results certified on January 5, 2022 (the “Election Results Certification”), two independent incumbent directors were not re-elected and were replaced by two new directors (the “New Directors”). To date, the Company has not been able to determine the independence of the New Directors. Since the independence status of the New Directors is unclear, the Company no longer complies with the Majority Independent Requirement. The Company has 45 days from receipt of the deficiency notification letters on March 18, 2022 to submit to Nasdaq a plan for regaining compliance. If such plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from March 18, 2022 for the Company to evidence compliance.

Further, one of the independent incumbent directors that was not re-elected at the Annual Meeting was a member of the Company’s Audit Committee and Compensation Committee and, upon his leaving such committees in connection with the Election Results Certification, the Company’s Audit Committee and Compensation Committee are no longer compliant with the Audit and Compensation Committee Requirement. Consistent with Nasdaq Listing Rules 5605(c)(4) and 5605(d)(2), Nasdaq has provided the Company a cure period in order to regain compliance: (i) until the earlier of the Company’s next annual stockholders’ meeting or January 5, 2023, or (ii) if the next annual stockholders’ meeting is held before July 5, 2022, then the Company must evidence compliance no later than July 5, 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 letters.