Scorpius Holdings Enters Material Agreement, Incurs Obligation
Ticker: SCPX · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1476963
| Field | Detail |
|---|---|
| Company | Scorpius Holdings, Inc. (SCPX) |
| Form Type | 8-K |
| Filed Date | Feb 12, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0002, $1,000,000, $150,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, corporate-name-change
Related Tickers: SCPX
TL;DR
Scorpius Holdings just signed a big deal and took on debt. Keep an eye on this.
AI Summary
On February 12, 2025, Scorpius Holdings, Inc. entered into a material definitive agreement and incurred a direct financial obligation. 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 indicates a significant new financial commitment or agreement for Scorpius Holdings, Inc., which could impact its future operations and financial standing.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce financial risks and operational changes for the company.
Key Players & Entities
- Scorpius Holdings, Inc. (company) — Registrant
- February 12, 2025 (date) — Date of earliest event reported
- NightHawk Biosciences, Inc. (company) — Former company name
- HEAT BIOLOGICS, INC. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
FAQ
What is the nature of the material definitive agreement entered into by Scorpius Holdings, Inc. on February 12, 2025?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What is the direct financial obligation incurred by Scorpius Holdings, Inc. on February 12, 2025?
The filing confirms the creation of a direct financial obligation but does not provide specific details about the obligation itself.
What were the previous 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.
What is the primary business sector for Scorpius Holdings, Inc.?
Scorpius Holdings, Inc. operates in the Pharmaceutical Preparations sector (SIC code 2834).
Filing Stats: 737 words · 3 min read · ~2 pages · Grade level 12 · Accepted 2025-02-12 16:55:01
Key Financial Figures
- $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
- $1,000,000 — rincipal amount of One Million Dollars ($1,000,000) 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) — 33KB
- 0001079973-25-000197.txt ( ) — 283KB
- scpx-20250212.xsd (EX-101.SCH) — 3KB
- scpx-20250212_def.xml (EX-101.DEF) — 26KB
- scpx-20250212_lab.xml (EX-101.LAB) — 36KB
- scpx-20250212_pre.xml (EX-101.PRE) — 25KB
- scpx_8k_htm.xml (XML) — 5KB
01. Entry
Item 1.01. Entry Into a Material Definitive Agreement. On February 12, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), issued a non-convertible promissory note (the "Note") in the principal amount of One Million Dollars ($1,000,000) 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) April 30, 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
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
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: February 12, 2025 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer