Scorpius Holdings Files 8-K with Material Agreements & Officer Changes

TL;DR

SCPX filed an 8-K detailing new financial deals, exec changes, and shareholder votes.

AI Summary

Scorpius Holdings, Inc. (SCPX) announced on July 15, 2024, a material definitive agreement related to its financial obligations. The company also disclosed changes in its board of directors and officers, along with updates on compensatory arrangements. Additionally, Scorpius Holdings filed amendments to its articles of incorporation and bylaws, and submitted matters to a vote of security holders.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and potential changes in leadership, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, suggesting potential shifts in company strategy or financial health that warrant closer investor scrutiny.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Filer of the 8-K
• SCPX (company) — Ticker symbol for Scorpius Holdings, Inc.
• NightHawk Biosciences, Inc. (company) — Former company name
• HEAT BIOLOGICS, INC. (company) — Former company name

FAQ

Key Financial Figures

• $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
• $750,000 — May 1, 2024, in the principal amount of $750,000 (the "Note"), issued to Elusys Holdings

Filing Documents

• scpx_8k.htm (8-K) — 71KB
• ex3x1.htm (EX-3.1) — 8KB
• ex4x1.htm (EX-4.1) — 10KB
• ex10x1.htm (EX-10.1) — 10KB
• ex99x1.htm (EX-99.1) — 7KB
• 0001079973-24-001071.txt ( ) — 336KB
• scpx-20240715.xsd (EX-101.SCH) — 3KB
• scpx-20240715_def.xml (EX-101.DEF) — 26KB
• scpx-20240715_lab.xml (EX-101.LAB) — 36KB
• scpx-20240715_pre.xml (EX-101.PRE) — 25KB
• scpx_8k_htm.xml (XML) — 5KB

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information regarding the Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

02. Departure of Directors or Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 15, 2024, at the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), the Company's stockholders voted to approve an amendment (the "Plan Amendment") to the Company's 2018 Stock Incentive Plan (the "Plan") to increase the number of shares of common stock available for grant under the Plan by 30,000,000 shares. A summary of the material terms of the Plan and the Plan Amendment is incorporated herein by reference from pages 18-25 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 17, 2024 (the "Proxy Statement"). The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Reverse Split On July 15, 2024, the Company's stockholders approved a proposal at the 2024 Annual Meeting to amend the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a reverse stock split of the Company's common stock, par value $0.0002 per share (the "Common Stock"), at a ratio of between 1-for-5 to 1-for-200, with the ratio within such range to be determined at the discretion of the Company's Board of Directors (the "Board"), without reducing the authorized number of shares of Common Stock. Following the 2024 Annual Meeting, the Board approved a final split ratio of 1-for-200. Following such approval, on July 17, 2024, the Company filed an amendment to the Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:01 p.m. Eastern Time on July 17, 2024 (the "Reverse Stock Split"). Split Adjustment; Treatment of Fractional Shares As a result of the 1:200 Reverse Stock Split, each 200 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock will be reduced from 98,827,831 shares to 494,138 shares (subject to rounding of fractional shares, which will be paid in cash). Proportional adjustments will also be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company's outstanding equity awards and warrants, as well as the applicable exercise price. No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the effective time of t

01

Item 7.01. Other Events. In addition, on July 17, 2024, the Company issued a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release attached as Exhibit 99.1 to this report is being furnished and incorporated by reference into this Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Amendment of the Company's Third Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on July 17, 2024 4.1 Amendment dated July 16, 2024 to Promissory Note dated May 1, 2024 10.1 Amendment No. 5 to Nighthawk Biosciences, Inc. 2018 Stock Incentive Plan 99.1 Press Release date July 17, 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: July 18, 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