SCPS Scopus BioPharma Inc

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

As previously disclosed, Scopus BioPharma Inc. (the “Company”) has not satisfied certain requirements for continued listing of the Nasdaq Stock Market LLC (“Nasdaq”), including: (i) the minimum Market Value of Listed Securities; (ii) the minimum Market Value of Publicly Held Shares; and (iii) the minimum closing bid price. As also previously disclosed, the Company had a hearing, on August 25, 2022, with the Nasdaq Hearings Panel (the “Panel”) at which the Panel considered the Company’s plan for regaining compliance with Nasdaq listing standards (the “Compliance Plan”). By letter dated September 13, 2022, Nasdaq informed the Company of the Panel’s decision directing that the Company’s listing be transferred to the Nasdaq Capital Market and that the Company’s common stock would continue to be listed on that market subject to, among other things, the Company satisfying the Compliance Plan. As reported on December 2, 2022, the Company failed to comply with, among other things, milestone dates included in the Compliance Plan. In response to the Company informing the Panel of an inability to complete a specified financing transaction by a subsequent milestone date, the Panel informed the Company, by letter dated December 15, 2022, of its determination to delist the Company’s common stock from Nasdaq. Such letter further informed the Company that Nasdaq will complete the delisting after, among other things, the lapsing of applicable appeal periods and that trading of the Company’s common stock on Nasdaq will be suspended effective at the open of trading on December 19, 2022.

The Company anticipates that, upon suspension of trading on Nasdaq, its common stock will commence trading on one of the markets operated by the OTC Markets Group under its existing ticker symbol “SCPS”. The Company has submitted an application for trading of its common stock on the OTCQB Venture Market (the “OTCQB”). The OTCQB requires, among other things, that companies be current with and otherwise satisfy applicable reporting requirements. The Company intends to continue to comply with applicable reporting requirements under the Securities Exchange Act of 1934. There can be no assurance that the Company’s application to trade on the OTCQB will be approved on a timely basis or at all or that the Company will be able to satisfy reporting and other applicable requirements.