Scorpius Holdings Terminates Material Definitive Agreement

TL;DR

SCPX terminated a big deal, expect volatility.

AI Summary

Scorpius Holdings, Inc. announced on July 30, 2024, the termination of a material definitive agreement. The company, formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction, financial performance, and ongoing business relationships.

Risk Assessment

Risk Level: medium — Terminating a material definitive agreement can introduce uncertainty and signal potential business challenges or strategic shifts.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• July 30, 2024 (date) — Date of Report

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 by the Company to
• $2.5 million — ovides a cash payment to the Company of $2.5 million on or prior to December 31, 2028. The

Filing Documents

• scpx_8k.htm (8-K) — 32KB
• ex10x1.htm (EX-10.1) — 11KB
• 0001079973-24-001136.txt ( ) — 258KB
• scpx-20240730.xsd (EX-101.SCH) — 3KB
• scpx-20240730_lab.xml (EX-101.LAB) — 36KB
• scpx-20240730_pre.xml (EX-101.PRE) — 25KB
• scpx-20240730_def.xml (EX-101.DEF) — 26KB
• scpx_8k_htm.xml (XML) — 5KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Effective as of July 30, 2024, Scorpius Holdings, Inc. (the "Company") entered into a Note Cancellation and Amendment to Asset and Equity Interests Purchase Agreement (the "Amendment") of that certain 1% non-convertible promissory note, dated May 1, 2024, in the principal amount of $750,000 (the "Note"), issued by the Company to Elusys Holdings Inc. ("Elusys Holdings") and to the Asset and Equity Interests Purchase Agreement (the "Purchase Agreement"), dated as of December 11, 2023, by and between Elusys Holdings and the Company. Pursuant to the Amendment the Note was cancelled in exchange for an amendment to the Asset and Equity Interests Purchase Agreement which eliminates the payment of any royalty fees by Elusys Holdings to the Company and instead provides a cash payment to the Company of $2.5 million on or prior to December 31, 2028. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 1.02. Termination of Material Definitive Agreement The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the cancellation of the Note is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Note Cancellation and Amendment to Asset and Equity Interests Purchase Agreement, effective July 30, 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 31, 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