Scorpius Holdings Enters Material Definitive Agreement

TL;DR

SCPX filed an 8-K for a material definitive agreement on their common stock.

AI Summary

On March 7, 2024, Scorpius Holdings, Inc. entered into a material definitive agreement related to its common stock. The company, formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC., is incorporated in Delaware and headquartered in Morrisville, NC.

Why It Matters

This filing indicates a significant event concerning Scorpius Holdings' common stock, which could impact investors and market perception.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant changes or obligations for a company, warranting investor attention.

Key Numbers

• 001-35994 — SEC File Number (Identifies the company's filing with the SEC)
• 26-2844103 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• March 7, 2024 (date) — Date of earliest event reported
• NightHawk Biosciences, Inc. (company) — Former company name
• HEAT BIOLOGICS, INC. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Morrisville, NC (location) — Business address city and state

FAQ

Key Financial Figures

• $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
• $0.15 — value $0.0002 per share, at a price of $0.15 per share. The gross proceeds from the
• $1.5 million — able by the Company, are expected to be $1.5 million. The Agreement contains customary repre

Filing Documents

• scpx_8k.htm (8-K) — 35KB
• ex5x1.htm (EX-5.1) — 8KB
• ex10x1.htm (EX-10.1) — 259KB
• ex99x1.htm (EX-99.1) — 7KB
• ex99x2.htm (EX-99.2) — 7KB
• image_002.jpg (GRAPHIC) — 7KB
• 0001079973-24-000359.txt ( ) — 616KB
• scpx-20240307.xsd (EX-101.SCH) — 3KB
• scpx-20240307_def.xml (EX-101.DEF) — 26KB
• scpx-20240307_lab.xml (EX-101.LAB) — 36KB
• scpx-20240307_pre.xml (EX-101.PRE) — 25KB
• scpx_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On March 7, 2024, Scorpius Holdings, Inc. (the "Company") entered into an Underwriting Agreement (the "Agreement") with ThinkEquity, LLC, as representative of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell (the "Offering") 10,000,000 shares (the "Shares") of its common stock (the "Common Stock"), par value $0.0002 per share, at a price of $0.15 per share. The gross proceeds from the sale of the Shares, before deducting the Underwriters' discounts and commissions and other estimated offering expenses payable by the Company, are expected to be $1.5 million. The Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The Shares will be issued in the Offering pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-251255), which was declared effective on December 22, 2020, and the base prospectus included therein, as supplemented by the preliminary prospectus supplement filed with the Securities and Exchange Commission (the "Commission") on March 7, 2024, and a final prospectus supplement, dated March 7, 2024, which was filed with the Commission on March 11, 2024. The Offering is expected to close on March 12, 2024, contingent upon the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the sale of the Shares in the Offering for working capital and general corporate purposes. Pursuant to "lock-up" agreements, the Company has agreed for a period of thirty (30) days after the date of the Agreement and the Company's executive officers and directors have agreed for a period of ninety (90)

01. Other Events

Item 8.01. Other Events. On March 7, 2024, the Company issued a press release announcing the launch of the proposed Offering. On March 8, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

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 5.1 Legal Opinion by Blank Rome LLP 10.1 Underwriting Agreement dated March 7, 2024 99.1 Press release dated March 7, 2024 99.2 Press release dated March 8, 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: March 11, 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