Form of Series A Unit Certificate

EX-4.5 9 tv524654_ex4-5.htm EXHIBIT 4.5 tv524654-s1a_DIV_52-ex4-5 - block - 2.230326s
Exhibit 4.5               ​
0000001SPECIMENSEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONEach series A unit (“Series A Unit”) consists of one (1) share of common stock, par value $0.001 per share (“Common Stock”), of Scopus BioPharma Inc., a Delaware corporation (the “Company”), and two (2) series A warrants(the “Series A Warrants”). Each Series A Warrant entitles the holder to purchase one (1) series B unit (the “Series B Unit”) for a price of  $6.50 per Series B Unit. Each Series B Unit is exercisable for one (1) share of CommonStock and one (1) series B warrant (the “Series B Warrant”), which is exercisable for one (1) share of Common Stock at an exercise price of  $7.50. Each Series A Warrant will become exercisable on October 1, 2020. TheCommon Stock and Series A Warrants comprising the Series A Units represented by this certificate are not transferable separately prior to July 1, 2020, unless the Company elects to allow such separate trading on an earlierdate. The terms of the Series A Warrants and Series B Warrants are governed by a Warrant Agreement, dated as of  , 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent(the “Warrant Agent”), and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are onfile at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.Witness the facsimile signatures of its duly authorized officers.INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARESERIES A UNIT CONSISTING OF ONE SHARE OF COMMON STOCKAND TWO SERIES A WARRANTS EACH EXERCISABLE FOR ONE SERIES B UNIT SEE REVERSE FOR CERTAIN DEFINITIONSCUSIP 809171 20 0UASeries A UnitsSECRETARY CHIEF EXECUTIVE OFFICER

SCOPUS BIOPHARMA INC.The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations,preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Companyand the qualifications, limitations, or restrictions of such preferences and/or rights.The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as thoughthey were written out in full according to applicable laws or regulations:TEN COM — as tenants in common UNIF GIFT MIN ACT — Custodian_____________________________TEN ENT — as tenants by the entireties (Cust)_____________________________(Minor)Under Uniform Gifts to Minors ActJT TEN —as joint tenants with right ofsurvivorship and not as tenants incommon_____________________________(State)Additional abbreviations may also be used though not in the above list.For value received, ___________________________ hereby sells, assigns and transfers unto(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)_________________________________ Units represented by the within Certificate, and do hereby irrevocably constituteand appoint ___________________________________________ attorney to transfer the said Series A Units on the books ofthe within named Company with full power of substitution in the premises.Dated ___________________________________________Notice: The signature to this assignment mustcorrespond with the name(s) as written upon theface of the certificate in every particular, withoutalteration or enlargement or any change whatever.Signature(s) Guaranteed:THE SIGNATURE(S) MUST BE GUARANTEED BY ANELIGIBLE GUARANTOR INSTITUTION (BANKS,STOCKBROKERS, SAVINGS AND LOANASSOCIATIONS AND CREDIT UNIONS WITHMEMBERSHIP IN AN APPROVED SIGNATUREGUARANTEE MEDALLION PROGRAM, PURSUANTTO SEC RULE 17Ad-15).