Scorpius Holdings, Inc. Files S-1 Registration Statement

TL;DR

<b>Scorpius Holdings, Inc. has filed an S-1 registration statement, signaling potential future public offerings.</b>

AI Summary

Scorpius Holdings, Inc. (SCPX) filed a IPO Registration (S-1) with the SEC on May 3, 2024. Scorpius Holdings, Inc. (formerly NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.) filed an S-1 registration statement. The company is incorporated in Delaware and its principal executive offices are located in Morrisville, North Carolina. The filing is for registration under the Securities Act of 1933. Scorpius Holdings, Inc. operates within the Pharmaceutical Preparations industry (SIC Code 2834). The filing indicates the company is a non-accelerated filer and a smaller reporting company.

Why It Matters

For investors and stakeholders tracking Scorpius Holdings, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for Scorpius Holdings, Inc. to offer securities to the public, indicating a move towards capital raising or a liquidity event for existing shareholders. The company's history of name changes (NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.) suggests a significant transformation or strategic shift that may be further detailed within the S-1's prospectus.

Risk Assessment

Risk Level: low — Scorpius Holdings, Inc. shows low risk based on this filing. The risk is low as this is a standard S-1 filing, which is a preliminary step for public offerings and does not inherently contain negative financial or operational news.

Analyst Insight

Monitor future filings from Scorpius Holdings, Inc. for details on the proposed offering, including the number of shares, price range, and use of proceeds.

Key Numbers

• 2834 — SIC Code (Primary Standard Industrial Classification Code)
• 262844103 — IRS Number (I.R.S. Employer Identification No.)
• 333-279092 — SEC File Number (SEC File Number)
• 20220502 — Date of Name Change (Date of name change from NightHawk Biosciences, Inc.)
• 20091117 — Date of Name Change (Date of name change from HEAT BIOLOGICS, INC.)

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
• Leslie Marlow (person) — Counsel for registrant
• Hank Gracin (person) — Counsel for registrant
• Melissa Palat Murawsky (person) — Counsel for registrant
• Ron Ben-Bassat (person) — Counsel for registrant

FAQ

Industry Context

Scorpius Holdings, Inc. operates in the Pharmaceutical Preparations industry, which involves the manufacturing and distribution of drugs and medicines.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of new securities offerings to ensure transparency and protect investors.

What Investors Should Do

1. Review the full S-1 prospectus for detailed financial information, risk factors, and management discussion.
2. Track subsequent SEC filings for updates on the proposed securities offering, including effective dates and pricing.
3. Analyze the company's business strategy and competitive landscape within the pharmaceutical preparations sector.

Year-Over-Year Comparison

This is an initial S-1 filing for Scorpius Holdings, Inc. under its current name, so there is no direct comparison to a prior S-1 filing for this entity. However, the company has undergone name changes, indicating past filings might exist under previous corporate identities.

Key Financial Figures

• $0.0002 — 9 shares of our common stock, par value $0.0002 per share (the &ldquo;common stock&rdqu
• $0.17 — on an assumed public offering price of $0.17 per share (which is based on the last r
• $0 — d to the public in this offering, minus $0.0002, and the exercise price of each Pr
• $0.15 — hares of our common stock at a price of $0.15 per share for gross proceeds of $1,500,
• $1,500,000 — f $0.15 per share for gross proceeds of $1,500,000. Patent Rights Agreement On January
• $1,000,000 — o the Patent Agreement, in exchange for $1,000,000, we assigned our right, title and inter
• $2,250,000 — missory note in the aggregate amount of $2,250,000 (the &ldquo;Original Convertible Note&r
• $750,000 — July 1, 2024 in the principal amount of $750,000 (the &ldquo;New Note&rdquo;) for $750,0
• $0.39109 — rading days prior to December 11, 2023 ($0.39109). Notwithstanding the foregoing, if the
• $8.8 million — xpenses payable by us, of approximately $8.8 million (or approximately $10.2 million if the
• $10.2 million — ximately $8.8 million (or approximately $10.2 million if the underwriters exercise their opti
• $3.60 — at a weighted-average exercise price of $3.60 per share; and 1,243,504 shares of ou
• $254.4 million — rn . We had an accumulated deficit of $254.4 million as of December 31, 2023 and a net loss
• $46.8 million — 1, 2023 and a net loss of approximately $46.8 million for the year ended December 31, 2023 an

Filing Documents

• scpx_s1.htm (S-1) — 479KB
• ex1x1.htm (EX-1.1) — 272KB
• ex4x20.htm (EX-4.20) — 101KB
• ex5x1.htm (EX-5.1) — 16KB
• ex23x1.htm (EX-23.1) — 2KB
• ex107.htm (EX-FILING FEES) — 43KB
• image_002.jpg (GRAPHIC) — 8KB
• image_003.jpg (GRAPHIC) — 4KB
• image_004.jpg (GRAPHIC) — 324KB
• 0001079973-24-000643.txt (&nbsp;) — 1377KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 CAPITALIZATION 9

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 11 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23

UNDERWRITING

UNDERWRITING 24 LEGAL MATTERS 33 WHERE YOU CAN FIND MORE INFORMATION 33 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 36 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 Securities and Exchange Commission. See &ldquo;Where You Can Find More Information.&rdquo; 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 common stock offered hereunder. Unless the context otherwise requires, the terms &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;our,&rdquo; the &ldquo;Company,&rdquo; &ldquo;Scorpius&rdquo; and &ldquo;our business&rdquo; refer to Scorpius Holdings, Inc. and &ldquo;this offering&rdquo; 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, 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 shares 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

Use of proceeds

Use of proceeds We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $8.8 million (or approximately $10.2 million if the underwriters exercise their option to purchase additional shares in full). We currently intend to use the net proceeds from this offering to fund working capital, general corporate purposes and the repayment of the New Note. See &ldquo;Use of Proceeds&rdquo;. Stock exchange symbol Shares of our common stock are listed on the NYSE American under the symbol &ldquo;SCPX&rdquo;. We do not intend to apply for listing of the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

Risk factors

Risk factors Investing in our common stock involves a high degree of risk. See &ldquo;Risk Factors&rdquo; beginning on page 5 of this prospectus, and the other information included, or incorporated by reference, in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities. 3 (1) The number of shares of our common stock to be outstanding immediately after this offering is based on 36,031,964 shares of our common stock outstanding as of April 26, 2024 and excludes: 6,220,623 shares of common stock issuable upon exercise of stock options outstanding as of April 26, 2024, at a weighted-average exercise price of $3.60 per share; and 1,243,504 shares of our common stock that are available for future issuance under our stock incentive plans or shares that will become available under our stock incentive plans. Also does not include shares of our common stock issuable upon the conversion of the Restated Note , the conversion of which is of the NYSE American of such share issuance. If this offering is completed, based upon the assumed public offering price in this offering, upon conversion of the Restated Note (exclusive of interest) Elusys Holdings would be issued 12,224,571 shares of our common stock. Unless otherwise indicated, this prospectus reflects and assumes the following: no exercise of outstanding options described above; no sale of any Pre-Funded Warrants; and no exercise by the underwriter of its option to purchase additional shares of our common stock. 4

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks and uncertainties discussed under &ldquo;Risk Factors&rdquo; in our Annual Report on Form 10-K for the year ended December 31, 2023, which has been filed with the Securities and Exchange Commission (the &ldquo;SEC&rdquo;) and is incorporated by reference in this prospectus, as well as any updates thereto contained in subsequent filings with the SEC or any free writing prospectus, before deciding whether to purchase our securities in this offering. All of these risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference are material risks currently known, expected or reasonably foreseeable by us. However, the risks described below and incorporated by reference are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition, and results of operations could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Risks Related to this Offering and Our Common Stock Our consolidated financial We had an accumulated deficit of $254.4 million as of December 31, 2023 and a net loss of approximately $46.8 million for the year ended December 31, 2023 and have not generated significant revenue or positive cash flows from operations. We expect to incur significant expenses and continued losses from operations for the foreseeable future. We expect our expenses to increase in connection with

View Full Filing

View this S-1 filing on SEC EDGAR