Scorpius Holdings Enters Material Definitive Agreement

TL;DR

Scorpius Holdings just signed a big deal, could be good or bad for cash.

AI Summary

On November 27, 2024, Scorpius Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. 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 financial commitment or obligation for Scorpius Holdings, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• November 27, 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
• $225,000 — o Hundred Twenty-Five Thousand Dollars ($225,000) to an institutional investor (the "Hol
• $150,000 — fails to pay indebtedness in excess of $150,000 due to any third party, subject to cert

Filing Documents

• scpx_8k.htm (8-K) — 29KB
• ex4x1.htm (EX-4.1) — 35KB
• 0001079973-24-001654.txt ( ) — 285KB
• scpx-20241127.xsd (EX-101.SCH) — 3KB
• scpx-20241127_def.xml (EX-101.DEF) — 26KB
• scpx-20241127_lab.xml (EX-101.LAB) — 36KB
• scpx-20241127_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 November 27, 2024, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), issued a non-convertible promissory note (the "Note") in the principal amount of Two Hundred Twenty-Five Thousand Dollars ($225,000) to an institutional investor (the "Holder"). The Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) December 15, 2024; (ii) the consummation of a Corporate Event (as such term is defined in the Note); or (iii) when, upon or after the occurrence of an event of default under the Note. The Note contains customary events of default, including if the Company or any of its subsidiaries, individually or in the aggregate, fails to pay indebtedness in excess of $150,000 due to any third party, subject to certain exceptions, or if an event of default occurs under any other outstanding promissory note of the Company. If at any time the Note is outstanding the Company consummates a subsequent Financing (as such term is defined in the Note), the Holder shall have the right, it its sole discretion, to require that the Company redeem the entire outstanding balance of the Note, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing. The Company sold the Note in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder. The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 4.1, and which is incorporated herein in its entirety by reference.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 4.1 Form of Promissory Note 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within in 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: December 3, 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