Scorpius Holdings Enters Material Agreement, Creates Financial Obligation
Ticker: SCPX · Form: 8-K · Filed: Jan 31, 2025 · CIK: 1476963
| Field | Detail |
|---|---|
| Company | Scorpius Holdings, Inc. (SCPX) |
| Form Type | 8-K |
| Filed Date | Jan 31, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0002, $600,000, $150,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation
Related Tickers: SCPX
TL;DR
Scorpius Holdings just signed a big deal and took on new debt. Watch this space.
AI Summary
On January 30, 2025, Scorpius Holdings, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. 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
This filing signals a significant new financial commitment or obligation for Scorpius Holdings, Inc., which could impact its future financial health and strategic direction.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and uncertainties for a company.
Key Players & Entities
- Scorpius Holdings, Inc. (company) — Registrant
- NightHawk Biosciences, Inc. (company) — Former Company Name
- HEAT BIOLOGICS, INC. (company) — Former Company Name
- January 30, 2025 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Scorpius Holdings, Inc. on January 30, 2025?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What type of financial obligation has Scorpius Holdings, Inc. created?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on January 30, 2025.
What were the former names of Scorpius Holdings, Inc.?
Scorpius Holdings, Inc. was formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.
In which state is Scorpius Holdings, Inc. incorporated?
Scorpius Holdings, Inc. is incorporated in Delaware.
Filing Stats: 738 words · 3 min read · ~2 pages · Grade level 11.9 · Accepted 2025-01-31 16:34:43
Key Financial Figures
- $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
- $600,000 — amount of Six Hundred Thousand Dollars ($600,000) 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) — 32KB
- 0001079973-25-000177.txt ( ) — 282KB
- scpx-20250130.xsd (EX-101.SCH) — 3KB
- scpx-20250130_def.xml (EX-101.DEF) — 26KB
- scpx-20250130_lab.xml (EX-101.LAB) — 36KB
- scpx-20250130_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 January 30, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), issued a non-convertible promissory note (the "Note") in the principal amount of Six Hundred Thousand Dollars ($600,000) 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) March 31, 2025; (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. All payments by the Company upon maturity, redemption or prepayment of the Note shall include, together with all other amounts of principal and/or interest, a premium payment equal to 5% of the principal amount of 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 (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: January 31, 2025 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer