Scorpius Holdings Files S-1/A Amendment

TL;DR

Scorpius Holdings (fka NightHawk/HEAT) filed an S-1/A amendment. Looks like they're still prepping for something.

AI Summary

Scorpius Holdings, Inc. filed an S-1/A amendment on January 21, 2025, for its registration statement. The company, formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located at 627 Davis Drive, Suite 300, Morrisville, North Carolina.

Why It Matters

This filing indicates Scorpius Holdings, Inc. is continuing its process of registering securities, which could lead to future public offerings or stock transactions.

Risk Assessment

Risk Level: low — This is a routine S-1/A amendment filing, not indicating immediate financial distress or significant new risks.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations industry)
• 1231 — Fiscal Year End (Indicates the end of their financial reporting year)

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• Jeffrey Wolf (person) — Chief Executive Officer
• 20250121 (date) — Filing Date
• 333-284060 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.0002 — ares”) of common stock, par value $0.0002 per share (the “Common Stock&rdqu
• $0.38 — on an assumed public offering price of $0.38 per share (which is the last reported s
• $0 — d to the public in this Offering, minus $0.0002, and the exercise price of each Pr
• $13,388,889 — ;) in the aggregate principal amount of $13,388,889, and warrants (the “December Warr
• $12,050,000 — tors for an aggregate purchase price of $12,050,000. The December Note Offering closed on
• $3.3 m — December Note Offering of approximately $3.3 million, net of the amount of $8.5 millio
• $8.5 million — tely $3.3 million, net of the amount of $8.5 million of the proceeds of the December Note Of
• $226,000 — cember Note Offering, and approximately $226,000 to redeem the November 2024 Note (as de
• $50,000 — hase Agreement, up to a total amount of $50,000. ThinkEquity acted as placement agent i
• $285,000 — ng, the Company paid a placement fee of $285,000 to ThinkEquity, equal to 8% of the net
• $0.50 — t a conversion price initially equal to $0.50 (the “Conversion Price”), s
• $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 Secured Conve
• $225,000 — Note”) in the principal amount of $225,000 to one of the Investors (the “Hol
• $150,000 — , fail to pay indebtedness in excess of $150,000 due to any third party, subject to cert

Filing Documents

• scpx_s1.htm (S-1/A) — 610KB
• ex4x31.htm (EX-4.31) — 120KB
• ex23x1.htm (EX-23.1) — 2KB
• image_004.jpg (GRAPHIC) — 6KB
• image_005.jpg (GRAPHIC) — 73KB
• image_006.jpg (GRAPHIC) — 6KB
• 0001079973-25-000108.txt ( ) — 851KB

Selected Financial Data Reflecting

Selected Financial Data Reflecting the 2024 Reverse Stock Split 11 Cautionary Note Regarding Forward-Looking Statements 12

Use of Proceeds

Use of Proceeds 13 Capitalization 14

Executive Compensation

Executive Compensation 16

Description of Securities We Are Offering

Description of Securities We Are Offering 23 Material United States Federal Income Tax Considerations 30

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 36

Underwriting

Underwriting 40 Legal Matters 50 Experts 50 Where You Can Find More Information 51 Incorporation of Certain Information By Reference 52 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities being offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the SEC. See “ Where You Can Find More Information. ” Information contained in, and that can be accessed through our web site, www.scorpiusbiologics.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the securities offered hereunder. Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” “Scorpius” and “our business” refer to Scorpius Holdings, Inc. and “this offering” refers to the offering contemplated in this prospectus. i ABOUT THIS PROSPECTUS We have not, and the underwriters have not, authorized anyone to provide any information to you or to make any representations other than those contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date

View Full Filing

View this S-1/A filing on SEC EDGAR