Scorpius Holdings Enters Material Definitive Agreement

TL;DR

Scorpius Holdings (SCPX) signed a big deal on May 14th.

AI Summary

On May 14, 2024, Scorpius Holdings, Inc. entered into a Material Definitive Agreement. 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 new contract or partnership for Scorpius Holdings, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering a material definitive agreement can introduce new opportunities but also potential risks related to the terms and execution of the agreement.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• May 14, 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

FAQ

Key Financial Figures

• $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
• $0.10 — -Funded Units") for a purchase price of $0.10 per Unit and for a purchase price of $0
• $0.0998 — 10 per Unit and for a purchase price of $0.0998 per Pre-Funded Unit (inclusive of the p
• $6.0 m — gregate gross proceeds of approximately $6.0 million, before deducting underwriting di
• $750,000 — porate purposes, and the repayment of a $750,000 non-convertible promissory note, plus a
• $0.12 — rrant Shares"), at an exercise price of $0.12 per share (120% of the offering price p
• $0.093 — commitment basis at a purchase price of $0.093 per Unit and $0.0928 per Pre-Funded Uni
• $0.0928 — a purchase price of $0.093 per Unit and $0.0928 per Pre-Funded Unit (93.0% of the Unit
• $160,000 — The Company reimbursed the Underwriters $160,000 for expenses in connection with the Off

Filing Documents

• scpx_8k.htm (8-K) — 44KB
• ex1x1.htm (EX-1.1) — 277KB
• ex4x1.htm (EX-4.1) — 100KB
• ex4x2.htm (EX-4.2) — 96KB
• ex99x1.htm (EX-99.1) — 7KB
• ex99x2.htm (EX-99.2) — 7KB
• 0001079973-24-000767.txt ( ) — 870KB
• scpx-20240514.xsd (EX-101.SCH) — 3KB
• scpx-20240514_def.xml (EX-101.DEF) — 26KB
• scpx-20240514_lab.xml (EX-101.LAB) — 36KB
• scpx-20240514_pre.xml (EX-101.PRE) — 25KB
• scpx_8k_htm.xml (XML) — 5KB

01 Entry into a

Item 1.01 Entry into a Material Definitive Agreement. On May 16, 2024, Scorpius Holdings, Inc. (the "Company") consummated a public offering (the "Offering") of 29,820,000 units (the "Units") and 30,280,000 pre-funded units ("Pre-Funded Units") for a purchase price of $0.10 per Unit and for a purchase price of $0.0998 per Pre-Funded Unit (inclusive of the pre-funded warrant exercise price), resulting in aggregate gross proceeds of approximately $6.0 million, before deducting underwriting discounts and other offering expenses. The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes, and the repayment of a $750,000 non-convertible promissory note, plus accrued and unpaid interest. The Representative also partially exercised its overallotment option and purchased 1,309,000 Common Warrants (as defined below). The Securities Offered Each Unit consists of (i) one share (the "Shares") of common stock and (ii) one warrant (the "Common Warrants") to purchase one share of common stock (the "Common Warrant Shares"), at an exercise price of $0.12 per share (120% of the offering price per Unit). Each Pre-Funded Unit consists of (i) one pre-funded warrant (the "Pre-Funded Warrants") to purchase one share of common stock (the "Pre-Funded Warrant Shares"), and (ii) one Common Warrant. The Pre-Funded Warrants are immediately exercisable for one share of common stock at an exercise price of $0.0002 per share and will remain exercisable until exercised in full. The Common Warrants will be immediately exercisable for one share of common stock upon issuance for a period of five years following the date of issuance. The Shares and accompanying Common Warrants included in each Unit were issued separately, and the Pre-Funded Warrants and the accompanying Common Warrants included in each Pre-Funded Unit were issued separately. The Units and Pre-Funded Units have no stand-alone rights and were not issued or certificated. The exercise

01. Other Events

Item 8.01. Other Events The Company issued press releases announcing the pricing and closing of the Offering on May 14, 2024 and May 16, 2024, respectively. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein. The information in this Item 8.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1*

Underwriting

Underwriting Agreement, dated as of May 14, 2024, by and between Scorpius Holdings, Inc. and ThinkEquity LLC as Representative of the several Underwriters . 4.1* Form of Common Warrant 4.2* Form of Pre-Funded Warrant 99.1* Press Release dated May 14, 2024. 99.2* Press Release dated May 16, 2024. 104 Cover Page Interactive Data File (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: May 16, 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