Scorpius Holdings Amends Bylaws/Articles on Stock & Rights

TL;DR

**Scorpius Holdings just changed its corporate rules regarding stock and purchase rights, pay attention to what that means for your shares.**

AI Summary

Scorpius Holdings, Inc. (formerly NightHawk Biosciences, Inc.) filed an 8-K on February 6, 2024, reporting an event that occurred on February 5, 2024. The filing indicates amendments to its Articles of Incorporation or Bylaws, specifically related to common stock and common stock purchase rights. This matters to investors because changes to a company's foundational documents, especially concerning stock, can impact shareholder rights, ownership dilution, or future capital-raising abilities, potentially affecting the stock's value.

Why It Matters

Changes to a company's governing documents can directly affect shareholder value and control, making it crucial for investors to understand the implications for their ownership stake.

Risk Assessment

Risk Level: medium — While the filing doesn't detail the specific changes, any amendment to articles or bylaws related to stock can carry significant implications for shareholders, warranting a medium risk assessment.

Analyst Insight

A smart investor would closely monitor subsequent filings (like a 10-K or 10-Q) or press releases from Scorpius Holdings, Inc. for detailed explanations of the amendments to their Articles of Incorporation or Bylaws, especially concerning common stock and purchase rights, to assess potential impacts on shareholder value and voting power.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — registrant filing the 8-K
• NightHawk Biosciences, Inc. (company) — former name of the registrant
• February 5, 2024 (date) — date of the earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• 001-35994 (other) — Commission File Number

Forward-Looking Statements

• Scorpius Holdings, Inc. will provide further details on the specific amendments to its Articles of Incorporation or Bylaws in a subsequent filing or communication. (Scorpius Holdings, Inc.) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America

Filing Documents

• scpx_8knc.htm (8-K) — 31KB
• ex3x1.htm (EX-3.1) — 8KB
• ex99x1.htm (EX-99.1) — 7KB
• image_001.jpg (GRAPHIC) — 10KB
• 0001079973-24-000175.txt ( ) — 282KB
• scpx-20240205.xsd (EX-101.SCH) — 3KB
• scpx-20240205_def.xml (EX-101.DEF) — 26KB
• scpx-20240205_lab.xml (EX-101.LAB) — 36KB
• scpx-20240205_pre.xml (EX-101.PRE) — 25KB
• scpx_8knc_htm.xml (XML) — 6KB

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 5, 2024, Scorpius Holdings, Inc. (previously known as NightHawk Biosciences, Inc. ) filed with the Secretary of State of the of Incorporation, as amended, to effect as of February 6, 2024, a change of its name to Scorpius Holdings, Inc. (the "Name Change"). In accordance with the General Corporation Law of the State of Delaware (the "DGCL"), the board of directors of the Company approved the Name Change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the Name Change or the Certificate of Amendment. The foregoing description is only a summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

01

Item 7.01. Regulation FD Disclosure. On February 6, 2024, the Company issued a press release announcing the Name Change and the change of its ticker symbol to SCPX. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained therein are "forward-looking" rather than historical .

01

Item 8.01. Other Events. In connection with the Name Change, the Company's common stock, par value $0.0002 per share (the "Common Stock"), will begin trading on the NYSE American LLC under the new ticker symbol "SCPX," effective as of the opening of trading hours on February 6, 2024 (the "Symbol Change"). The Name Change and Symbol Change do not affect the rights of the Company's security holders. The Common Stock will continue to be traded on the NYSE American LLC . Following the Name Change, the stock certificates of the Common Stock, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company's transfer agent.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description 3.1 Certificate of Amendment to Certificate of Incorporation 99.1 Press release dated February 6, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 6, 2024 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR