Scorpius Holdings Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

SCPX filed an 8-K on Feb 14, 2025, reporting new deals, debt, and stock sales.

AI Summary

On February 14, 2025, Scorpius Holdings, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential new financial commitments and equity transactions for Scorpius Holdings, Inc., which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and uncertainties.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• February 14, 2025 (date) — Date of earliest event reported
• NightHawk Biosciences, Inc. (company) — Former company name
• HEAT BIOLOGICS, INC. (company) — Former company name

FAQ

Key Financial Figures

• $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
• $13,388,889 — ") in the aggregate principal amount of $13,388,889 that the Company issued to the Investor
• $0.50 — the conversion price of the Notes from $0.50 to $0.25. As a result of the Note Amend
• $0.25 — ersion price of the Notes from $0.50 to $0.25. As a result of the Note Amendment, if
• $0 — mon Stock"), at the conversion price of $0.25, assuming no limitations on conversi

Filing Documents

• scpx_8k.htm (8-K) — 31KB
• ex4x1.htm (EX-4.1) — 11KB
• ex4x2.htm (EX-4.2) — 12KB
• 0001079973-25-000236.txt ( ) — 272KB
• scpx-20250214.xsd (EX-101.SCH) — 3KB
• scpx-20250214_def.xml (EX-101.DEF) — 26KB
• scpx-20250214_lab.xml (EX-101.LAB) — 36KB
• scpx-20250214_pre.xml (EX-101.PRE) — 25KB
• scpx_8k_htm.xml (XML) — 5KB

01. Entry Into

Item 1.01. Entry Into a Material Definitive Agreement. On February 14, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), entered into an agreement (the "Note Amendment") with two institutional investors (the "Investors") to amend the 9% senior secured convertible notes (the "Notes") in the aggregate principal amount of $13,388,889 that the Company issued to the Investors on December 6, 2024. Pursuant to the Note Amendment, the Company reduced the conversion price of the Notes from $0.50 to $0.25. As a result of the Note Amendment, if the Notes were to fully convert into shares of the Company's common stock, par value $0.0002 per share (the "Common Stock"), at the conversion price of $0.25, assuming no limitations on conversion, the Company would issue 53,555,556 shares of Common Stock upon conversion of the principal amount of the Notes, plus an additional 14,460,000 shares of Common Stock if interest and the Make-Whole Amount (as such term is defined in the Notes) is also converted into shares of Common Stock. On February 14, 2025, the Company also entered into an agreement (the "Warrant Amendment") with the Investors to amend the common stock purchase warrants (the "Warrants") to purchase an aggregate of 13,388,889 shares of Common Stock, issued to the Investors on December 6, 2024. Pursuant to the Warrant Amendment, the Company reduced the exercise price of the Warrants from $0.50 to $0.25, and the number of shares of Common Stock issuable upon exercise of the Warrants remains at 13,388,889 shares. The foregoing description of the Note Amendment and Warrant Amendment are qualified in their entirety by reference to the full text of the Note Amendment and Warrant Amendment, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and which are incorporated herein in their entirety by reference.

03. Creation of

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

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 Notes and Warrants were and the shares of the Company's Common Stock issued, and the shares to be issued, pursuant to 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 securities 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

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Amendment to Senior Secured Convertible Note 4.2 Form of Amendment to Common Stock Purchase Warrant 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 14, 2025 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