Scorpius Holdings Files S-1 Registration

TL;DR

Scorpius Holdings (fka NightHawk/HEAT) filed S-1, get ready for potential stock action.

AI Summary

Scorpius Holdings, Inc. filed an S-1 registration statement with the SEC on December 18, 2024. The company, formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC., is incorporated in Delaware and operates in the Pharmaceutical Preparations industry. Its principal executive office is located at 627 Davis Drive, Suite 300, Morrisville, North Carolina.

Why It Matters

This S-1 filing indicates Scorpius Holdings, Inc. is preparing to offer securities to the public, which could lead to significant capital infusion or changes in its corporate structure.

Risk Assessment

Risk Level: medium — As a registration statement, the S-1 filing itself doesn't contain operational risks, but the underlying business of a company preparing to go public often carries inherent market and execution risks.

Key Numbers

• 333-283880 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 26-2844103 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• 20241218 (date) — Filing Date
• 333-283880 (filing_number) — SEC File Number
• 2834 (sic_code) — Standard Industrial Classification Code
• 26-2844103 (irs_number) — IRS Employer Identification No.
• 627 Davis Drive, Suite 300 Morrisville, North Carolina 27560 (address) — Principal Executive Office
• Jeffrey Wolf (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0002 — 6,667 shares of common stock, par value $0.0002 (“Common Stock”), of Scorpi
• $12,416,667 — on of a Note in the principal amount of $12,416,667 and up to 12,416,667 shares of Common S
• $972,222 — on of a Note in the principal amount of $972,222 and up to 972,222 shares of Common Stoc
• $0.3001 — E American LLC on December 13, 2024 was $0.3001 per share. We urge prospective purchase
• $13,388,889 — s) in the aggregate principal amount of $13,388,889, and Warrants to purchase up to an aggr
• $12,050,000 — ders for an aggregate purchase price of $12,050,000, representing an original issue discoun
• $3.3 m — ate Placement Offering of approximately $3.3 million, net of the $8.5 million of the p
• $8.5 million — approximately $3.3 million, net of the $8.5 million of the proceeds that we agreed to use t
• $226,000 — Selling Stockholders and approximately $226,000 to redeem the November 2024 Note (as de
• $225,000 — Note”) in the principal amount of $225,000 to one of the Selling Stockholders. The
• $1.00 — on PFWs”) for a purchase price of $1.00 per share of Common Stock, a purchase p
• $0.9998 — re of Common Stock, a purchase price of $0.9998 per August PFW, and an exercise price o
• $14.4 m — gregate gross proceeds of approximately $14.4 million, before deducting underwriting di
• $678.21 — at a weighted-average exercise price of $678.21 per share; • 1,500,000 shares of
• $24.00 — ts outstanding, at an exercise price of $24.00 per share; • 103,908 shares of C

Filing Documents

• scpx_s1.htm (S-1) — 379KB
• ex5x1.htm (EX-5.1) — 12KB
• ex23x1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 25KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 73KB
• image_003.jpg (GRAPHIC) — 6KB
• image_004.jpg (GRAPHIC) — 2KB
• 0001079973-24-001699.txt ( ) — 540KB

RISK FACTORS

RISK FACTORS 4 DESCRIPTION OF THE PRIVATE PLACEMENT 6

USE OF PROCEEDS

USE OF PROCEEDS 8 SELLING STOCKHOLDERS 8

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 14 EXPERTS 15 LEGAL MATTERS 15 WHERE YOU CAN FIND MORE INFORMATION 15 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 16 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock 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 Common Stock 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 This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration process, the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholders of the securities offered by them described in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change informat

View Full Filing

View this S-1 filing on SEC EDGAR