Scorpius Holdings Enters Material Agreement, Reports Equity Sales

TL;DR

Scorpius Holdings just signed a big deal and sold some stock. Watch for dilution.

AI Summary

On December 5, 2024, Scorpius Holdings, Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities. This filing follows a period where the company was formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.

Why It Matters

This filing indicates new financial commitments and potential dilution for Scorpius Holdings, Inc., impacting its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• December 5, 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
• $13,388,889 — sand Eight Hundred Eighty-Nine Dollars ($13,388,889), and warrants (the "Warrants") to purc
• $12,050,000 — tors for an aggregate purchase price of $12,050,000, representing an original issue discoun
• $3.3 m — eeds from the Offering of approximately $3.3 million, net of the $8,500,000 of the Off
• $8,500,000 — approximately $3.3 million, net of the $8,500,000 of the Offering proceeds that the Compa
• $225,000 — missory note in the principal amount of $225,000, plus accrued interest, held by one of
• $50,000 — plated by the Purchase Agreement, up to $50,000. ThinkEquity LLC ("ThinkEquity") acted
• $285,000 — issue discount, which is expected to be $285,000. On the Closing Date, the Company, eac
• $0.50 — interest at a conversion price equal to $0.50 (the "Conversion Price"), subject to ad
• $1,800,000 — net monthly cash burn of not more than $1,800,000, calculated on an average trailing-thre
• $500,000 — onth basis, decreasing by increments of $500,000 every three months. The Notes are red

Filing Documents

• scpx_8k.htm (8-K) — 43KB
• ex4x1.htm (EX-4.1) — 240KB
• ex4x2.htm (EX-4.2) — 100KB
• ex10x1.htm (EX-10.1) — 269KB
• ex10x2.htm (EX-10.2) — 145KB
• ex10x3.htm (EX-10.3) — 81KB
• ex10x4.htm (EX-10.4) — 21KB
• 0001079973-24-001666.txt ( ) — 1334KB
• scpx-20241205.xsd (EX-101.SCH) — 3KB
• scpx-20241205_def.xml (EX-101.DEF) — 26KB
• scpx-20241205_lab.xml (EX-101.LAB) — 36KB
• scpx-20241205_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 December 5, 2024, Scorpius Holdings, Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (collectively, the "Investors"), pursuant to which the Company agreed to issue, in a private placement offering (the "Offering"), upon the satisfaction of certain conditions specified in the Purchase Agreement, 9% senior secured convertible notes (the "Notes") in the aggregate principal amount of Thirteen Million Three Hundred Eighty-Eight Thousand Eight Hundred Eighty-Nine Dollars ($13,388,889), and warrants (the "Warrants") to purchase up to an aggregate of Thirteen Million Three Hundred Eighty-Eight Thousand Eight Hundred Eighty-Nine (13,388,889) shares of the Company's common stock, par value $0.0002 per share (the "Common Stock"), to the Investors for an aggregate purchase price of $12,050,000, representing an original issue discount of ten percent (10%). The closing is expected to occur on December 6, 2024 (the "Closing Date"). The Company anticipates that it will receive net proceeds from the Offering of approximately $3.3 million, net of the $8,500,000 of the Offering proceeds that the Company agreed to use to pay to the Investors pursuant to the Purchase Agreement to repurchase pre-funded warrants held by the Investors (the "Pre-Funded Warrants"), which amount will be paid to the Investors at the closing of the Offering, as well as repayment of a promissory note in the principal amount of $225,000, plus accrued interest, held by one of the Investors. In connection with the Offering, the Company agreed to reimburse the Investors for all costs and expenses incurred by them or their affiliates in connection with the transactions contemplated by the Purchase Agreement, up to $50,000. ThinkEquity LLC ("ThinkEquity") acted as placement agent in the Offering. In connection with the closing of the Offering, the Compan

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.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of the Company's Common Stock issued, and the shares to be issued, under the Purchase Agreement, the Notes, and the Warrants were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The shares of Common Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 4.1 Form of Senior Secured Convertible Note 4.2 Form of Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Security Agreement 10.3 Form of Subsidiary Guarantee 10.4 Form of Support Agreement 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 6, 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