Scorpius Holdings Files S-1 for Public Offering

TL;DR

Scorpius Holdings (fka NightHawk/HEAT) filed S-1, looks like they're raising cash.

AI Summary

Scorpius Holdings, Inc. filed an S-1 registration statement on July 18, 2024, for an unspecified offering. 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 S-1 filing indicates Scorpius Holdings is preparing to raise capital through a public offering, which could significantly impact its future operations and stock availability.

Risk Assessment

Risk Level: medium — As an S-1 filing, it signifies a company seeking to raise capital, which inherently carries risks related to market reception and execution of their business plan.

Key Numbers

• 333-280887 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 0001476963 — Central Index Key (Unique identifier for Scorpius Holdings, Inc. in the SEC's EDGAR system.)

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) — Contact for copies
• 20240718 (date) — Filing Date
• 20220502 (date) — Date of Name Change from NightHawk Biosciences, Inc.
• 20091117 (date) — Date of Name Change from HEAT BIOLOGICS, INC.

FAQ

Key Financial Figures

• $0.0002 — 5,000 shares of common stock, par value $0.0002 per share (the “common stock&rdqu
• $4.00 — on an assumed public offering price of $4.00 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
• $2,250,000 — Note (including the principal amount of $2,250,000 plus all accrued interest thereon calcu
• $24.00 — of common stock at an exercise price of $24.00 per share (after giving effect to the 2
• $6.0 m — gregate gross proceeds of approximately $6.0 million, before deducting underwriting di
• $1,235,000 — ck Split) for aggregate net proceeds of $1,235,000, pursuant to an underwriting agreement
• $1,000,000 — o the Patent Agreement, in exchange for $1,000,000, we assigned our right, title and inter
• $750,000 — uant to which Elusys Holdings loaned us $750,000 and we (i) issued to Elusys Holdings a

Filing Documents

• scpx_s1.htm (S-1) — 525KB
• ex23x1.htm (EX-23.1) — 2KB
• ex107.htm (EX-FILING FEES) — 47KB
• image_001.jpg (GRAPHIC) — 6KB
• image_002.jpg (GRAPHIC) — 88KB
• image_003.jpg (GRAPHIC) — 6KB
• 0001079973-24-001079.txt ( ) — 713KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 9

USE OF PROCEEDS

USE OF PROCEEDS 10 CAPITALIZATION 11

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 12 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21

UNDERWRITING

UNDERWRITING 22 LEGAL MATTERS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 The registration 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 “ 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 sub

View Full Filing

View this S-1 filing on SEC EDGAR