Filed Pursuant to Rule 424(b)(2)
Registration No. 333-261991
PROSPECTUS
3,000,000 shares of Common Stock
3,000,000 shares of Common Stock issuable upon
the exercise of additional investment options
This prospectus covers the offer and resale
by the selling stockholders identified in this prospectus of up to an aggregate of 6,000,000 shares of our common stock, consisting
of (i) 3,000,000 shares of our common stock, or the Shares, and (ii) 3,000,000 shares of our common stock issuable upon
the exercise of additional investment options to purchase shares of our common stock, or the AIOs. We issued the Shares and the AIOs
to the selling stockholders in a private placement transaction pursuant to Securities Purchase Agreements, dated November 21,
2021, by and among us and the selling stockholders. We are registering the Shares and the shares issuable upon exercise of the
AIOs on behalf of the selling stockholders, to be offered and sold by them from time to time.
We are not selling any shares of common stock
under this prospectus and will not receive any proceeds from the sale by the selling stockholders of such shares. However, we will receive
proceeds from cash exercise of the AIOs which, if exercised for cash with respect to all of the 3,000,000 shares of common stock, would
result in gross proceeds of approximately $9.4 million to us. We are paying the cost of registering the shares of common stock covered
by this prospectus as well as various related expenses. The selling stockholders are responsible for all selling commissions, transfer
taxes and other costs related to the offer and sale of their shares.
Sales of the shares by the selling stockholders
may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated
prices and/or at varying prices determined at the time of sale. The selling stockholders may sell shares directly or to or through underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders,
the purchasers of the shares, or both. The selling stockholders may sell any, all or none of the securities offered by this prospectus
and we do not know when or in what amount the selling stockholders may sell their shares of common stock hereunder following the effective
date of the registration statement of which this prospectus forms a part. We provide more information about how the selling stockholders
may sell or otherwise dispose of their shares of common stock in the section titled “Plan of Distribution” on page 8.
Our common stock is listed on The Nasdaq Global
Market under the symbol “SCPS.” On January 14, 2022, the last reported sale price of our common stock was $1.39
per share.
Investing in our common stock involves a high
degree of risk. Before making an investment decision, please read the information under "Risk Factors" beginning on page 5
of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and
Exchange Commission that is incorporated by reference herein.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The date of this prospectus is January 18,
2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under
this registration statement, the selling stockholders may sell from time to time in one or more offerings the common stock described in
this prospectus.
We have not authorized anyone to provide you with
information other than the information that we have provided or incorporated by reference in this prospectus and your reliance on any
unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales
of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date
of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition
and results of operations may have changed since those dates.
Unless otherwise stated, all references in this
prospectus to "we," "us," "our," "Scopus," the "Company" and similar designations refer
to Scopus BioPharma Inc. This prospectus may contain references to trademarks belonging to other entities. Solely for convenience, trademarks
and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™
symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent
under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names
or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any applicable prospectus
supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events or to our future operating
or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking
statements.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,”
“potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current
views with respect to future events and are based on assumptions and are subject to risks and uncertainties. As such, our actual results
may differ significantly from those expressed in any forward-looking statements. Given these uncertainties, you should not place undue
reliance on these forward-looking statements.
We discuss many of these risks in greater detail
under “Risk Factors” in this prospectus, in the "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections incorporated by reference from our most recent Annual Report on Form 10-K and
in our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K,
as well as any amendments thereto reflected in subsequent filings with the SEC.
Also, these forward-looking statements represent
our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake
no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you
should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking
statements. You should read this prospectus, any applicable prospectus supplement, together with the documents that we have filed with
the SEC that are incorporated by reference and any free writing prospectus we have authorized for use in connection with this offering,
completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of
the forward-looking statements in the foregoing documents by these cautionary statements.
PROSPECTUS SUMMARY
This summary highlights certain information
about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary
is not complete and does not contain all of the information that you should consider before making an investment decision. For a more
complete understanding of our company, you should read and consider carefully the more detailed information included or incorporated by
reference in this prospectus and any applicable prospectus supplement, including the factors described under the heading “Risk Factors”
beginning on page 5 of this prospectus, as well as the information incorporated by reference from our most recent Annual Report
on Form 10-K, as amended, and our most recent Quarterly Report on Form 10-Q, before making an investment decision.
Overview
We
are a clinical-stage biopharmaceutical company developing transformational therapeutics for serious diseases with significant unmet medical
needs. Our mission is to improve patient outcomes and save lives.
On
September 2, 2021, we announced the launch of Duet BioTherapuetics, or Duet. Duet integrates the management and clinical development
of the immunotherapy assets of Scopus and Olimmune Inc., or the Duet Platform. Olimmune was acquired by Scopus in June 2021.
The
Duet Platform is comprised of three distinctive, complementary CpG-STAT3 inhibitors:
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RNA silencing
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CpG-STAT3siRNA
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(“DUET-01”)
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Antisense
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CpG-STAT3ASO
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(“DUET-02”)
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DNA-binding inhibitor
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CpG-STAT3decoy
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(“DUET-03”)
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Our
lead development program, DUET-01, is a novel, targeted immunotherapy for the treatment of multiple cancers. We have partnered
with City of Hope, or COH, for DUET-01, which is a TRL9 agonist and STAT3 inhibitor. Pre-clinical testing at COH was designed
to determine whether DUET-01 would reduce growth and metastasis of various pre-clinical tumor models, including melanoma,
and colon and bladder cancers, as well as leukemia and lymphoma. Based upon such testing, an IND for DUET-01 for B-cell
non-Hodgkin lymphoma, or B-cell lymphoma, was filed with and subsequently approved by the United States Food and Drug Administration in
April 2021 and May 2021, respectively. A first-in-human Phase 1 clinical trial for B-cell lymphoma is currently seeking to enroll
patients.
Duet
expects to file two INDs for DUET-02 in Q4 2022 in genitourinary and head and neck cancers, with Phase 1 clinical trials
beginning in Q1 2023 in the United States. Duet is also evaluating combination therapies with checkpoint inhibitors for its CpG-STAT3
inhibitors.
Our
pipeline of drug candidates also includes MRI-1867, a peripherally-restricted, dual-action cannabinoid-1 receptor inverse agonist and
inhibitor of inducible nitric oxide synthase licensed from the National Institutes of Health. We have also licensed technologies from The Hebrew University of Jerusalem related to several additional research and development programs.
We are continually monitoring
the impact of the on-going global pandemic on us. Until we are able to gain greater visibility as to the impact of the evolving pandemic,
including emerging variants and responses thereto, we intend to commit greater resources to our existing and future programs in the United
States and may reduce resources for development programs outside the United States. Moreover, with respect to all of our programs, we
continually evaluate them for feasibility and potential likelihood of success generally and relative to the cost of development, time
for enrollment and development, patent life and market exclusivity. As such, we may seek to accelerate programs or terminate programs
based on these analyses, our financial wherewithal, market dynamics and other factors.
Corporate Information
We were incorporated in the State of Delaware
on April 18, 2017 under the name Project18 Inc. On December 11, 2017, we changed our name to Scopus BioPharma Inc. Our principal
executive offices are located at 420 Lexington Avenue, New York, New York 10170. We maintain our principal offices in Israel in Jerusalem
with an additional office in Tel Aviv. Our corporate telephone number is (212) 479-2513.
Our
corporate website is www.scopusbiopharma.com. The information contained in or accessible through our website does not constitute
part of this prospectus.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of any fiscal year for so long as either (1) the market value of our shares of common stock held by non-affiliates
does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0
million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates did not equal or
exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may make
comparison of our financial statements with other public companies difficult or impossible.
Private Placement
On November 21,
2021, we entered into securities purchase agreements with certain institutional investors named therein,
or the Investors, pursuant to which we agreed to sell and issue, in a private placement offering, or the Private Placement, 3,000,000
Shares, Series A Additional Investment Options, or the Series A AIOs, to purchase 1,500,000
shares of Common Stock and Series B Additional Investment Options, or the Series B AIOs, to purchase 1,500,000 shares of Common
Stock, at a purchase price of $3.25 per Share and associated AIOs. We refer to the Series A AOIs and the Series B AIOs as the
AIOs.
The Series A AIOs
are exercisable immediately with a term of five years following the date of the effectiveness of an authorized share increase to increase
the amount of authorized Common Stock in our Certificate of Incorporation, or the Authorized Share Increase Date, and have an exercise
price of $3.125 per share. The Series B AIOs are exercisable upon the Authorized Share Increase Date with a term of five years following
the Authorized Share Increase Date and have an exercise price of $3.125 per share.
In
connection with the Private Placement, on November 21, 2021, we entered into Registration Rights Agreements with the Investors. Pursuant
to the Registration Rights Agreements, we agreed to file an initial registration statement with the SEC covering the resale of the Shares
and the shares of Common Stock underlying the AIOs no later than January 4, 2022 and to use commercially reasonable efforts to have
the registration statement declared effective as promptly as practical thereafter, and in any event no later than the later of (i) February 15,
2022 and (ii) 30 days after the Authorized Share Increase Date, subject to certain exceptions.
The registration statement of which this prospectus
is a part relates to the resale of the Shares and the shares of common stock issuable upon the exercise of the AIOs issued to the selling
stockholders in the foregoing transaction.
The Offering
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Common stock offered by the selling stockholders
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6,000,000
shares, including 3,000,000 Shares and 3,000,000 shares issuable upon the exercise of the AIOs.
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Terms of the offering
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Each selling stockholder will determine when and how it will sell the common stock offered in this prospectus, as described in “Plan of Distribution.”
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Use of proceeds
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We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.
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Risk factors
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See “Risk Factors” beginning on page 5, for a discussion of factors you should carefully consider before deciding to invest in our common stock.
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Nasdaq Global Market symbol
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SCPS. We do not intend to apply for listing of the AIOs on any securities exchange or nationally recognized trading system.
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RISK FACTORS
Investing in our common stock involves a high
degree of risk. Before making an investment decision, you should carefully consider the risks described below and described in the sections
entitled "Risk Factors" in our most recent Annual Report on Form 10-K, as amended, and subsequent Quarterly Reports on
Form 10-Q, as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates
to our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement. Our business, financial
condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our
securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents
incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned
elsewhere in this prospectus. For more information, see the section entitled "Where You Can Find Additional Information." Please
also read carefully the section entitled "Special Note Regarding Forward-Looking Statements."
USE OF PROCEEDS
We will not receive any of the proceeds from the
sale or other disposition of shares of our common stock held by the selling stockholders pursuant to this prospectus. However, we will
receive proceeds from cash exercise of the AIOs which, if exercised for cash with respect to all of the 3,000,000 shares of common
stock, would result in gross proceeds of approximately $9.4 million to us. We will bear the out-of-pocket costs, expenses and fees incurred
in connection with the registration of shares of our common stock to be sold by the selling stockholders, including registration, listing
and qualifications fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the Registration Expenses.
Other than Registration Expenses, the selling stockholders will bear underwriting discounts, commissions, placement agent fees or other
similar expenses payable with respect to sales of shares.
SELLING STOCKHOLDERS
The shares of common stock
being offered by the selling stockholders are those previously issued to the selling stockholders and those issuable to the selling stockholders
upon the exercise of the AIOs. For additional information regarding the issuances of those shares of common stock and AIOs, see “Private
Placement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares
for resale from time to time. Except for the ownership of the Shares and the AIOs, the selling stockholders have not had any material
relationship with us within the past three years.
The table below lists the
selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders.
The second column lists the number of shares of common stock beneficially owned by each selling stockholders, based on its ownership of
the shares of common stock and AIOs, as of December 1, 2021, based on information provided to us by the selling stockholders, assuming
exercise of the AIOs held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists
the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of the Registration
Rights Agreements with the selling stockholders, this prospectus generally covers the resale of the maximum number of shares of common
stock issuable upon exercise of the related AIOs, determined as if the outstanding AIOs were exercised in full as of the trading day immediately
preceding the date this registration statement was initially filed with the SEC, without regard to any limitations on the exercise of
the AIOs. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.
Under the terms of the AIOs
held by selling stockholders, a selling stockholder may not exercise any AIOs to the extent such exercise would cause such selling stockholders,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%
or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares
of common stock issuable upon exercise of such AIOs which have not been exercised. The number of shares in the second and fourth columns
do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of
Distribution."
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Name of Selling Stockholder
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Number of
shares of
Common Stock Owned
Prior to Offering
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Maximum
Number of
shares of Common Stock
to be Sold Pursuant to
this Prospectus
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Number of
shares of
Common Stock Owned
After Offering
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Armistice Capital Master Fund Ltd. (1)
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4,200,000
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4,200,000
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Intracoastal Capital, LLC (2)
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723,076
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723,076
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Cavalry Special Ops Fund LLC (3)
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538,464
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538,464
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Cavalry Fund I LP (4)
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538,460
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538,460
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(1) Includes 2,100,000 shares of common stock, 1,050,000 shares
of common stock issuable upon the exercise of Series A AIOs and 1,050,000 shares of common stock issuable upon the exercise of Series B
AIOs, all of which may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC, or Armistice Capital, as the
investment manager of Armistice Capital Master Fund Ltd, and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice
Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York,
NY 10022.
(2) Includes 361,538 shares of common
stock, 180,769 shares of common stock issuable upon the exercise of Series A AIOs and 180,769 shares of common stock issuable
upon the exercise of Series B AIOs. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital, LLC,
or Intracoastal Capital, have shared voting control and investment discretion over the securities reported herein that are held by
Intracoastal Capital. Mr. Kopin and Mr. Asher disclaim beneficial ownership of the securities except to the extent of
their respective pecuniary interests therein. The address of Intracoastal Capital is 245 Palm Trail, Delray Beach, FL 33483.
(3) Includes 269,232 shares of common stock,
134,616 shares of common stock issuable upon the exercise of Series A AIOs and 134,616 shares of common stock issuable upon the exercise
of Series B AIOs. Thomas Walsh has voting control and investment discretion over the securities reported herein that are held by
Cavalry Special Ops Fund LLC . Mr. Walsh disclaims beneficial ownership of the securities except to the extent of his pecuniary interests
therein. The address of Cavalry Special Ops Fund LLC is 82 East Allendale Rd., Suite 5B, Saddle River, NJ, 07458.
(4) Includes 269,230 shares of common stock, 134,615 shares of
common stock issuable upon the exercise of Series A AIOs and 134,615 shares of common stock issuable upon the exercise of Series B
AIOs. Thomas Walsh has voting control and investment discretion over the securities reported herein that are held by Cavalry Fund I LP.
Mr. Walsh disclaims beneficial ownership of the securities except to the extent of his pecuniary interests therein. The address of
Cavalry Fund I LP is 82 East Allendale Rd., Suite 5B, Saddle River, NJ, 07458.
PLAN OF DISTRIBUTION
Each selling stockholder of
the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on the Nasdaq Global Market or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following
methods when selling securities:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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The selling stockholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than
under this prospectus.
Broker-dealers engaged by
the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown
in compliance with FINRA Rule 2121.
In connection with the sale
of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling
stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to
be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement
of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholders
or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under
the Securities Act).
EXPERTS
The financial statements of Scopus BioPharma Inc.
as of December 31, 2020 and 2019 and for the years then ended incorporated by reference in this prospectus and in the registration
statement have been so incorporated in reliance upon the report of Citrin Cooperman & Company, LLP, an independent registered
public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The
report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
LEGAL MATTERS
Certain legal matters, including the validity
of the shares of common stock offered pursuant to this registration statement, will be passed upon for us by Dechert LLP.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
to the registration statement. For further information with respect to us and the securities the selling stockholders are offering under
this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.
You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front
page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services
and over the Internet at the SEC’s website at http://www.sec.gov.
You can also obtain copies of materials we file
with the SEC from our website found at www.scopusbiopharma.com. Information on our website does not constitute a part of, nor is
it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
in this prospectus the information that we file with it. Incorporation by reference means that we can disclose important information to
you by referring you to other documents that are legally considered to be part of this prospectus. Later information that we file with
the SEC will automatically update and supersede the information in this prospectus, any supplement and the documents listed below. We
incorporate by reference the specific documents listed below and any future filings (other than
current reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form
that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated
by the SEC) made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, as amended, until all of
the shares of common stock covered by this prospectus are sold:
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our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on May 17, 2021, August 13, 2021 and November 12, 2021, respectively;
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our Current Reports on
Form 8-K filed (other than information furnished and not filed) on January 20,
2021, February 1,
2021, March 19,
2021, July 1,
2021, July 9,
2021, September 30,
2021, November 26,
2021 and December 27,
2021 (as amended by that Current Report on Form 8-K/A filed on January 10, 2022);
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all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such forms that are related to such items) after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, provided that all documents “furnished” by the Company to the SEC and not “filed” are not deemed incorporated by reference herein.
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We will furnish without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated
by reference. Requests should be addressed to 420 Lexington Avenue, Suite 300, New York, New York 0170, Attn: Secretary or may be
made telephonically at (212) 479-2513.
You should rely only on the information incorporated
by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different
information. You should not assume that the information contained in this prospectus or the accompanying prospectus supplement is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
prospectus supplement is delivered or securities are sold on a later date.
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