Scorpius Holdings Files 8-K for Material Agreement

TL;DR

SCPX filed an 8-K for a material definitive agreement - big news incoming.

AI Summary

Scorpius Holdings, Inc. (SCPX) announced a material definitive agreement on March 11, 2024. The company, formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC., filed an 8-K report detailing this event. The filing also includes information on modifications to security holder rights and other events.

Why It Matters

This filing indicates a significant new agreement for Scorpius Holdings, which could impact its business operations and financial standing. Investors should monitor the details of this agreement for potential future implications.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks, and the specifics of this agreement are not detailed in the provided excerpt, necessitating further investigation.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• March 11, 2024 (date) — Date of Earliest Event Reported

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. A copy of this press release

Filing Documents

• scpx_8k.htm (8-K) — 39KB
• ex4x8.htm (EX-4.8) — 13KB
• ex99x1.htm (EX-99.1) — 6KB
• 0001079973-24-000367.txt ( ) — 278KB
• scpx-20240311.xsd (EX-101.SCH) — 3KB
• scpx-20240311_def.xml (EX-101.DEF) — 26KB
• scpx-20240311_lab.xml (EX-101.LAB) — 36KB
• scpx-20240311_pre.xml (EX-101.PRE) — 25KB
• scpx_8k_htm.xml (XML) — 5KB

01. Entry Into A Material Definitive Agreement

Item 1.01. Entry Into A Material Definitive Agreement. On March 11, 2024, Scorpius Holdings, Inc. (formerly known as NightHawk Biosciences, Inc.) (the "Company") entered into Amendment No. 7 ("Amendment No. 7") dated March 11, 2024 to the Rights Agreement dated March 11, 2018 (the "Original Rights Agreement"), as amended by Amendment No. 1 thereto ("Amendment No. 1") dated March 8, 2019, Amendment No. 2 thereto ("Amendment No. 2") dated March 10, 2020, Amendment No. 3 thereto ("Amendment No. 3") dated March 8, 2021, Amendment No. 4 thereto ("Amendment No. 4") dated March 11, 2022, Amendment No. 5 thereto ("Amendment No. 5") dated March 11, 2023, and Amendment No. 6 thereto ("Amendment No. 6") dated December 11, 2023 (collectively, the "Rights Agreement") by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. Under the terms of Amendment No. 7, the expiration date of the Company's stockholder rights plan has been extended to March 11, 2025, or such earlier date that the Company redeems or exchanges the rights as described in the Rights Agreement. A copy of Amendment No. 7 is attached as Exhibit 4.8 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Original Rights Agreement is included as Exhibit 4.1 to this Current Report on Form 8-K, Amendment No. 1 is included as Exhibit 4.2 to this Current Report on Form 8-K, Amendment No. 2 is included as Exhibit 4.3 to this Current Report on Form 8-K, Amendment No. 3 is included as Exhibit 4.4 to this Current Report on Form 8-K, Amendment No. 4 is included as Exhibit 4.5 to this Current Report on Form 8-K, Amendment No. 5 is included as Exhibit 4.6 to this Current Report on Form 8-K and Amendment No. 6 is included as Exhibit 4.7 to this Current Report on Form 8-K and such agreements are incorporated herein by reference. The foregoing summary of Amendment No. 7 and the Rights Agreement are qualified in their entirety by reference to Exhibits 4.1, 4.2,

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

01. Other Events

Item 8.01. Other Events. On March 12, 2024, the Company issued a press release announcing the closing of its previously announced underwritten public offering pursuant to which the Company issued 10,000,000 shares of its common stock, par value $0.0002 per share, at a price of $0.15 per share. A copy of this press release is attached hereto as Exhibit 99.1 and is 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 4.1 Rights Agreement, dated as of March 11, 2018, between Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent, together with the following exhibits thereto: Exhibit A - Form of Right Certificate; Exhibit B - Summary of Rights to Purchase Shares of Common Stock of Heat Biologics, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Heat Biologics, Inc. with the Securities and Exchange Commission on March 12, 2018 (File No. 001-35994)) 4.2 Amendment No. 1 to the Rights Agreement dated as of March 8, 2019 to the Rights Agreement dated March 11, 2018 by and between Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2019 (File No. 001-35994)) 4.3 Amendment No. 2 to the Rights Agreement dated as of March 10, 2020 to the Rights Agreement dated March 11, 2018, as amended by Amendment No. 1 thereto, dated as of March 8, 2019, by and between Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 13, 2020 (File No. 001-35994)) 4.4 Amendment No. 3 to the Rights Agreement dated as of March 8, 2021 to the Rights Agreement dated March 11, 2018, as amended by Amendment No. 1 thereto, dated as of March 8, 2019, and Amendment No. 2 thereto, dated March 10, 2020, by and between Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2021 (File No. 001-35994)) 4.5 Amendme

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 13, 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