JERUSALEM, Sept. 20, 2021 /PRNewswire/ -- Dr. Morris C. Laster today announced that he has filed preliminary proxy materials with the Securities and Exchange Commission ("SEC") in connection with the 2021 Annual Meeting of Stockholders ("Annual Meeting") of Scopus BioPharma Inc. (Nasdaq: SCPS) ("Scopus" or the "Company") scheduled for October 8, 2021. Dr. Laster, together with the other participants in his solicitation, own approximately 33.2% of the outstanding shares of the Company's common stock. Dr. Laster has nominated two highly-qualified individuals – Mordechai Saar Hacham and Joshua Levine (the "Director Nominees") – for election to the Board at the Annual Meeting.
"It is clear to me that immediate and meaningful change to the Board's composition is necessary to ensure that the Company is operated in a manner consistent with the best interests of all of its stockholders," said Dr. Laster, former CEO/Director of the Company and currently, its largest stockholder.
Dr. Laster added, "I am alarmed at allegations of malfeasance, misappropriation of Company assets, and corporate governance failures allegedly committed by Board members affiliated with HCFP/Capital Partners ("HCFP"), which Mr. Ashish Sanghrajka, the Company's former President/CFO and currently a member of the Board, has shed light on, as detailed in his complaint, Ashish Sanghrajka v. Scopus BioPharma Inc., HCFP/Capital Partners, et al., No. 655159/2021 (N.Y. Sup. Ct.) recently filed in the New York State Supreme Court. I, myself, continue to suffer undue deprivation of my property rights at the hands of parties in control of Scopus, as result of their unlawful withholding of 3.5 million shares of common stock I legally own. To date, despite my numerous, repeated attempts to engage in good faith discussions with the Company and HCFP representatives to correct the Company's books and records pertaining to my beneficial ownership of common stock, such attempts have fallen on deaf ears, which necessitated my filing a case against the Company for unlawful conversion, in Laster v. Scopus Biopharma, Inc., C.A. No. 2021-0279-MTZ (Del. Ch.)"
Dr. Laster continued: "I am pleased to nominate Mordechai Saar Hacham and Joshua Levine for election to the Board. Messrs. Hacham and Levine have more than 20 years of senior management experience in the biotech industry, including in publicly traded biotech companies. I believe they possess the right mix of integrity, experience, skill and business acumen, and am confident that, as directors, they will work collaboratively alongside the remaining incumbent directors to discharge the fiduciary duties of the Board. A vote for them will send a clear and strong message to the Board, the Company and the HCFP Directors that they must address the corporate governance issues that seem to be plaguing the Company and focus on enhancing stockholder value."
The biographies of the Director Nominees are listed below.
Mordechai Saar "Moti" Hacham, 49, is currently serving as the CEO and member of the board of Spero Biopharma Ltd., an Israeli private company developing Ladostigil for the treatment of MCI and other indication. Mr. Hacham is also serving as the CFO of OncoHost, an Israeli private company developing cutting-edge technology to characterize, analyze, and predict patient response to treatment. Previously, he was the Co-CEO of NevaBio Ltd, CEO of Clal Life Sciences L.P, CFO & COO of CureTech Ltd., CFO & COO of Avraham Pharmaceuticals Ltd and a VP at PolyHeal Ltd. We believe Mr. Hacham is well-qualified to be on the Board of Directors due to his extensive experience across numerous biopharmaceutical, biotechnology and pharmaceutical companies; as well as his experience in managing small companies and all aspects of financial, operations, business development and fundraising, closed strategic investment/partnering transactions with small, mid-size and global companies. Mr. Hacham is an attorney (a member of the Israeli bar) and graduated from Bar Ilan University Law School and received a degree in Economics from Tel-Aviv University.
Joshua Levine, 56, is a consultant to a number of entities, including the Israeli Institute for Biological Research as well as Seach Medical Group (TASE: SEMG). He has previously served as CEO of XTL Biopharmaceuticals (Nasdaq: XTLB), CEO/Chairman of Proteologics, and Senior Director of Teva Innovative Ventures. He has also been a member of the Board of Directors of a number of companies, including D-Pharm, Clal Biotechnology and others. His background includes a degree in Chemistry, experience as a corporate attorney, head of corporate finance at a US-based investment bank, partner at an Israeli venture capital fund, deputy head of Teva Innovative Ventures as well as Chief Executive Officer of two public biotechnology companies. He has held executive positions within venture capital funds and investment banks in Israel and the US. We believe Mr. Levine is well-qualified to serve on the Board of Directors due to his extensive executive experience in biotechnology and biopharmaceutical companies; as well as his experience in all aspects of business development and fundraising, including public offerings, closed investment/partnering transactions with small, mid-size and global companies, and developing connections with investors, analysts and US-based investment banks. Mr. Levine practiced as an attorney and graduated from Columbia University Law School (with honors) and received a degree in Chemistry from Yeshiva University (with honors).
Certain Information Concerning the Participants
Dr. Morris C. Laster ("Dr. Laster"), together with the other proxy participants, has filed a preliminary proxy statement and accompanying BLUE proxy card with the SEC to be used to solicit votes for the election of his slate of highly-qualified director nominees at the 2021 Annual Meeting of Shareholders of Scopus BioPharma Inc., a Delaware corporation (the "Company").
DR. LASTER STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, DR. LASTER WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO DR. LASTER'S PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Dr. Morris C. Laster, Chen Laster, Gabriella Laster, Sara Laster, Mordechai Saar Hacham and Joshua Levine.
As of the date hereof, Dr. Laster beneficially owns 6,006,000 shares of shares of common stock, par value $0.001 per share of the Company ("Common Stock"), comprised of (i) 4,926,000 shares of Common Stock over which Dr. Laster claims sole beneficial ownership and (ii) 360,000 shares of Common Stock held by each of his daughters, Chen Laster, Gabriella Laster and Sara Laster, or 1,080,000 shares of Common Stock in the aggregate, over which Dr. Laster claims shared beneficial ownership on account of Dr. Laster, Chen Laster, Gabriella Laster and Sara Laster constituting a group. As of the date hereof, none of Messrs. Hacham or Levine beneficially own any shares of Common Stock.
SOURCE Dr. Morris C. Laster