Form DEFC14A Scopus BioPharma Inc. Filed by: Laster Morris C
CONTEXT AND REASONS FOR THE SOLICITATION
Dr. Morris C. Laster, Chen Laster, Gabriella Laster and Sara Laster (collectively, the “Shareholder Group”, “we” or “we”) are collectively the largest shareholders of Scopus BioPharma Inc., a Delaware corporation. (the “” Company ”) and beneficially hold 6,006,000 common shares, representing 33.2% of the outstanding common shares of the Company.
Dr Morris C. Laster was a co-founder, director and CEO of predecessor private companies which, through acquisitions, name changes and funding, became Scopus BioPharma Inc. Dr Laster was also CEO management and director of the company. It is through these transactions that Dr. Laster acquired sole ownership of 6,006,000 common shares of the Company. In May 2019, Dr. Laster transferred a total of 1,080,000 of his shares to his daughters, Chen, Gabriella and Sara Laster, with each daughter receiving 360,000 shares. As a result of this transfer of his shares to his daughters, Dr Laster became the owner of 4,926,000 common shares of the company, as set out in amendment # 3 to the company’s offering circular on the form 1-A dated September 2, 2020 With the exception of the transfer of May 2019, Dr. Laster has not acquired or sold, transferred, assigned or otherwise disposed of any common shares of the Company. Dr. Laster thus remains the beneficial owner of 4,926,000 ordinary shares of the Company. As of September 2, 2020, Dr Laster was a member of the Scientific Advisory Board, Senior Medical Advisor and Director of Scopus Israel, a subsidiary of the company.
Illegal conversion of 3,500,000 common shares held by Dr. Laster
In early 2021, Dr. Laster learned from Continental Stock Transfer & Trust Co. (“Continental”), the Company’s transfer agent, that Continental’s records indicate significantly smaller share ownership by the Company. Dr Laster. Instead of showing Dr. Laster as the registered owner of 4,926,000 common shares of the Company, an account statement issued by Continental to Dr. Laster indicates that Dr. Laster only owns 1,426,000 certificate shares and no accounting shares. DRS or plan actions. , for a sum of 1,426,000 shares in total. This amount is 3,500,000 shares less than those listed in the Company’s offering circular on Form 1-A dated September 2, 2020. Dr. Laster and his representatives have repeatedly requested that the Company explain this discrepancy. important, provide Dr. Laster with his actions. certificates and correct Company records with Continental. Rather than constructively engaging with Dr. Laster by answering his straightforward questions, reaching a mutual understanding of the facts, and correcting any good faith differences that may exist, the Society has rejected or ignored every attempt by the Dr. Laster to clarify the records, and repeatedly refused to answer straightforward questions or provide him with basic documents. In correspondence between Continental and Dr Laster’s attorney, Continental said the significantly lower number of shares reflected in Dr Laster’s account statement was based on letters of instruction received by Continental from Scopus. At various times in February and March 2021, Dr Laster and the lawyer attempted to contact Continental to resolve the discrepancy, but they were repeatedly ignored. Ultimately, Dr. Laster and his attorney were told by representatives of Continental that the Company had ordered Continental not to engage with Dr. Laster and his attorney on this matter.
On March 31, 2021, Dr. Laster resigned from his position on the Society’s Scientific Advisory Board. On that date, Dr Laster also resigned from his post as leader and director of Scopus Israel. On April 1, 2021, Dr. Laster filed a lawsuit against the company (the “Laster Original Complaint”) in the Delaware Court of Chancery, registered as Laster c. Scopus Biopharma, Inc., CA n ° 2021-0279-MTZ (Del. Ch.), Concerning the ownership of 3,500,000 ordinary shares of the Company. In his complaint, Dr. Laster asserts that by failing to recognize his ownership of 4,926,000 Scopus shares and failing to issue Dr. Laster with a certificate or other document reflecting that ownership, Scopus wrongly converted 3,500,000 million ‘ordinary actions. owned by Dr Laster. He also claims that Scopus’s actions by disguising and allowing the publication of incorrect shareholder records by his transfer agent amount to a conversion and are unlawful acts on the property of Dr Laster who denies his ownership rights to his shares. Scopus of ordinary shares. Through the original Laster complaint, Dr. Laster seeks an injunction against the company and a declaratory judgment that he owns 4,926,000 common shares of Scopus and that Continental’s records are incorrect, and requested that, to the extent necessary, Scopus be ordered