Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
05 Janvier 2022 - 10:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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SCOPUS BIOPHARMA INC.
(Name of Registrant as Specified In Its Charter)
DR. MORRIS C. LASTER
CHEN LASTER
GABRIELLA LASTER
SARA LASTER
MORDECHAI SAAR HACHAM
JOSHUA LEVINE
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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DR. MORRIS C.
LASTER
CHEN LASTER
GABRIELLA LASTER
SARA LASTER
January 5, 2022
Dear Fellow Scopus BioPharma Inc. Stockholder,
Dr. Morris C. Laster, Chen Laster, Gabriella Laster
and Sara Laster (collectively, the “Stockholder Group,” “we” or “us”), write to you regarding the
final certified results of the Annual Meeting of Stockholders (the “Annual Meeting”) of Scopus BioPharma Inc. (“Scopus”
or the “Company”) that took place on December 20, 2021.
On January 5, 2022, First Coast Results, Inc. (“First
Coast Results”), the independent inspector of elections appointed by the Company for the Annual Meeting, certified that the Stockholder
Group’s director nominees, Mordechai Saar “Moti” Hacham and
Joshua Levine, had received the most number of votes for election as directors to the Company’s Board of Directors (the “Board”),
consistent with the preliminary election results as disclosed in the Company’s filing on Form 8-K dated December 27, 2021. As reported
in the final certified report of First Coast Results, Messrs. Hacham and Levine received 8,276,505 and 8,276,338 “FOR” votes,
respectively, while the Company’s director nominees, Raphael (Rafi) Hofstein and David S. Battleman, received 7,031,321 and 7,031,640
“FOR” votes, respectively. Accordingly, stockholders of the Company have elected Messrs. Hacham and Levine as
Class A directors on the Board, to serve until the 2024 Annual Meeting of Stockholders or until successors have been duly elected and
qualified. Furthermore, stockholders of the Company voted “AGAINST” ratifying the appointment of Citrin Cooperman & Company,
LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year.
We urge the Company to respect the votes of its stockholders
and the results of the Annual Meeting as certified by First Coast Results.
Thank you for your support.
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Sincerely,
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/s/ Dr. Morris C. Laster
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Dr. Morris C. Laster
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/s/ Chen Laster
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Chen Laster
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/s/ Gabriella Laster
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Gabriella Laster
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/s/ Sara Laster
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Sara Laster
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