Statistik Asas
| LEI | 549300C7CB2MWG4V3I09 |
| CIK | 1476963 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NightHawk Biosciences, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 29, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fil |
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| September 2, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| August 14, 2025 |
NT10Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 508 (Check One): ☐ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transitio |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 25, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| July 30, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| July 23, 2025 |
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE Exhibit 4.1 AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE (this “Agreement”), dated July 11, 2025 is made by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”), and 3i, LP (the “Holder”). WHEREAS, the Company executed and delivered a Senior Secured Convertible Note, dated December 6, 2024, as amended on February 13, 2025 and |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 11, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| July 23, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE Exhibit 4.2 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| July 3, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE $425,000.00 June 30, 2025 Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 18, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| June 23, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE $130,000.00 June 18, 2025 Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| June 3, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 30, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 20, 2025 |
SCORPIUS HOLDINGS INC. PROMISSORY NOTE EXHIBIT 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| May 20, 2025 |
EXHIBIT 10.1 PERSONAL GUARANTY THIS PERSONAL GUARANTY (this “Guaranty”) is made by the undersigned Jeff Wolf, Chief Executive Officer (the “Guarantor”), of Scorpius Holdings, Inc., a Delaware corporation (the “Company”), in favor of 3i, L.P., a Delaware limited partnership (the “Holder”), as of this 16th day of May 2025. Recitals A. WHEREAS, the Holder has agreed to make a loan to the Company in t |
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| May 15, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 409 (Check One): ☐ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Rep |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 14, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File Nu |
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| May 5, 2025 |
AMENDMENT TO COMMON STOCK PURCHASE WARRANT EX-4.2 3 ex4x2.htm FORM OF AMENDMENT TO COMMON STOCK PURCHASE WARRANT Exhibit 4.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Agreement”), dated May 1, 2025 is made by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”), and 3i, LP (the “Holder”). WHEREAS, the Company executed and delivered to the Holder a Common Stock P |
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| May 5, 2025 |
Scorpius Holdings, Inc. 47,396,667 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) Registration Number 333-283880 Scorpius Holdings, Inc. 47,396,667 Shares of Common Stock This prospectus supplement no. 2, dated May 2, 2025 (the “Supplement”), filed by Scorpius Holdings, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), supplements certain information contained in the Company’s prospectus dated Decemb |
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| May 5, 2025 |
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE Exhibit 4.1 AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE (this “Agreement”), dated May 1, 2025 is made by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”), and 3i, LP (the “Holder”). WHEREAS, the Company executed and delivered a Senior Secured Convertible Note, dated December 6, 2024, as amended on February 13, 2025 to th |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 28, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| May 1, 2025 |
Exhibit 99.1 Scorpius Holdings Provides 2024 Year-End Business Update; Implements Strategic Cost Reductions and Operational Streamlining San Antonio, TX – April 30, 2025 – Scorpius Holdings, Inc (OTC: SCPX) (“Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today provided strategic, financial, and operational updates for the year ended Decemb |
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| May 1, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock of Scorpius Holdings, Inc. |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 30, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 30, 2025 |
Exhibit 19.1 SCORPIUS HOLDINGS, INC. AMENDED AND RESTATED CORPORATE TRADING POLICY APRIL 2025 This policy supersedes any previously dated policies related to the trading of the Company’s securities for all Board members, officers, employees and consultants. I. GENERAL POLICY 1.1 The purpose of this policy and procedure is to assure compliance with the laws prohibiting “insider trading” in Scorpius |
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| April 30, 2025 |
Description of Securities of Scorpius Holdings, Inc. EXHIBIT 4.14 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Scorpius Holdings, Inc. (the “Company,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.0002 per share (the “common stock”). General |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-35994 Scorpius Holdings, Inc. |
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| April 28, 2025 |
RW April 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 16, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 11, 2025 |
Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| April 1, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 409 (Check One): ☒ Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨Transition Report on Form 20-F ¨Transition Report on Form 11-K ¨ Transition Rep |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 20, 2025 |
Amendment No. 2 to Jeff Wolf Employment Agreement with the Company dated as of March 18, 2025 Exhibit 10.1 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 (this “Amendment”) effective as of March 18, 2025 to the Employment Agreement, dated January 1, 2022, as amended December 7, 2022 and December 11, 2023 (the “Employment Agreement”), by and between Scorpius Holdings, Inc. f/k/a NightHawk Biosciences, Inc. (the “Corporation”) and William Ostrander (“Executive”). Capitalized te |
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| March 20, 2025 |
Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) effective as of March 18, 2025 to the Employment Agreement, dated January 4, 2021, as amended December 7, 2022 (the “Employment Agreement”), by and between Scorpius Holdings, Inc. f/k/a NightHawk Biosciences, Inc. (the “Company”) and Jeffrey Wolf (“Executive”). Capitalized terms used herein without definit |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 18, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 13, 2025 |
Exhibit 10.1 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is dated as of March 7, 2025 (the “Effective Date”) by and between SCORPIUS HOLDINGS, INC., a Delaware corporation (the “Assignor”), and REVVITY, INC., a Massachusetts corporation (the “Assignee”), and, DURHAM KEYSTONE TECH 7, LLC, a Delaware limited liability company (the “Landlord”). Capit |
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| March 13, 2025 |
Exhibit 10.2 SECOND AMENDMENT TO ASSET AND EQUITY INTERESTS PURCHASE AGREEMENT This Second Amendment (this “Amendment”), effective as of March 12, 2025, to the Asset and Equity Interests Purchase Agreement, dated as of December 11, 2023, as amended as of July 30, 2024 (the “Agreement”), by and between Elusys Holdings Inc., a Delaware corporation (“Buyer”), and Scorpius Holdings, Inc., (f/k/a Night |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 03, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| February 27, 2025 |
Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| February 27, 2025 |
Scorpius Holdings Engages Alliance Global Partners to Explore Strategic Alternatives Exhibit 99.1 Scorpius Holdings Engages Alliance Global Partners to Explore Strategic Alternatives DURHAM, N.C., Feb. 26, 2025 (GLOBE NEWSWIRE) - Scorpius Holdings, Inc (NYSE American: SCPX) (“Scorpius” or “the Company”), an integrated contract development and manufacturing organization ("CDMO"), today announced that it has engaged Alliance Global Partners (“A.G.P.”) to assist in exploring strategi |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission F |
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| February 14, 2025 |
Form of Amendment to Common Stock Purchase Warrant Exhibit 4.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Agreement”), dated February 13, 2025 is made by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”). WHEREAS, the Company executed and delivered to the Holder a Common Stock Purchase Warrant to purchase up to [ ] shares of the Company’s commo |
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| February 14, 2025 |
Scorpius Holdings, Inc. 47,396,667 Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration Number 333-283880 Scorpius Holdings, Inc. |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission F |
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| February 14, 2025 |
Form of Amendment to Senior Secured Convertible Note Exhibit 4.1 AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE (this “Agreement”), dated February 13, 2025 is made by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”). WHEREAS, the Company executed and delivered a Senior Secured Convertible Note, dated December 6, 2024, to the Holder in the original prin |
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| February 12, 2025 |
EX-4.1 2 ex4x1.htm EXHIBIT 4.1 Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR S |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 12, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission F |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 30, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fi |
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| January 31, 2025 |
Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| January 21, 2025 |
As filed with the Securities and Exchange Commission on January 21, 2025. As filed with the Securities and Exchange Commission on January 21, 2025. Registration Number 333-284060 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorp |
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| January 21, 2025 |
Form of Representative’s Warrant Exhibit 4.31 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS F |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 17, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fi |
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| January 17, 2025 |
Scorpius Holdings Cancels Planned Reverse Stock Split Exhibit 99.1 Scorpius Holdings Cancels Planned Reverse Stock Split Durham, NC – January 17, 2025 –Scorpius Holdings, Inc (NYSE American: SCPX) (“Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today announced that the Company’s planned 1-for-20 reverse stock split (the “Reverse Stock Split”) of its common stock (the “Common Stock”) that was |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 16, 2025 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fi |
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| January 16, 2025 |
Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCORPIUS HOLDINGS, INC. Scorpius Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: The Board of Directors of the Corporation (the “Board”) has duly adopted a resolution pursuant to Section 242 of the Gene |
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| January 16, 2025 |
Scorpius Holdings Announces Reverse Stock Split Exhibit 99.1 Scorpius Holdings Announces Reverse Stock Split Durham, NC – January 16, 2025 –Scorpius Holdings, Inc (NYSE American: SCPX) (“Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today announced that the Company’s Board of Directors approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (the |
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| December 27, 2024 |
Exhibit 4.30 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [], 202[4] Issuance Date: [], 202[4] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort |
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| December 27, 2024 |
Form of Underwriting Agreement by and between Scorpius Holdings, Inc. and ThinkEquity LLC Exhibit 1.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York [], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, Sc |
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| December 27, 2024 |
As filed with the Securities and Exchange Commission on December 27, 2024. As filed with the Securities and Exchange Commission on December 27, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorporation or organizati |
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| December 27, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Scorpius Holdings, Inc. |
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| December 27, 2024 |
Form of Representative’s Warrant Exhibit 4.31 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS F |
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| December 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission F |
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| December 23, 2024 |
Scorpius Holdings, Inc. 47,396,667 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Numbers 333-283880 Scorpius Holdings, Inc. |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 19, 2024 |
December 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 18, 2024 |
As filed with the Securities and Exchange Commission on December 17, 2024. As filed with the Securities and Exchange Commission on December 17, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorporation or org |
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| December 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Scorpius Holdings, Inc. |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 6, 2024 |
Exhibit 10.4 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is made as of December [●], 2024, by and between Scorpius Holdings, Inc., a Delaware corporation (the “Company”) and the Person set forth on signature page hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the beneficial owner of shares of the common stock of the Company (all such shares set forth |
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| December 6, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 5, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fi |
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| December 6, 2024 |
Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of [●], 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor the Secured Parties (as defined in the Security Agreement dated as of the date hereof (the “Security Agreement”) by and among Scorpius Holdings, Inc. a |
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| December 6, 2024 |
Exhibit 4.1 SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT |
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| December 6, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December [], 2024, is by and among Scorpius Holdings, Inc., a Delaware corporation, with offices located at 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and |
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| December 6, 2024 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December [●], 2024 (this “Agreement”), is among Scorpius Holdings, Inc., a Delaware corporation (the “Company”), all of the domestic subsidiaries of the Company (such subsidiaries, the “Guarantors,” and together with the Company, the “Debtors”), [ ], as a secured party, [ ], as a secured party (together with [ ], the “Secured Par |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 27, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission F |
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| December 3, 2024 |
Exhibit 4.1 THIS NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SCORPIUS HOLDINGS INC |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer of in |
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| November 14, 2024 |
Exhibit 99.1 Scorpius Holdings Reports Third Quarter 2024 Results, Highlighting Strategic Partnerships, Cost Savings, and Progress Toward Profitability Durham, NC – November 14, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX) (‘Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today provided a strategic, financial, and operational update fo |
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| September 26, 2024 |
SCPX / Scorpius Holdings, Inc. / 3i, LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Scorpius Holdings, Inc. (Name of Issuer) Common Stock, $0.0002 par value per share (Title of Class of Securities) 42237K508 (CUSIP Number) September 17, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| September 6, 2024 |
SCPX / Scorpius Holdings, Inc. / Jaigobind Ramnarain Joseph - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No.)* Scorpius Holdings, Inc. (Name of Issuer) Common Stock, $0.0002 par value per share (Title of Class of Securities) 42237K409 (CUSIP Number) August 20, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 26, 2024 |
Exhibit 10.1 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 (this “Amendment”) effective as of August 23, 2024 to the Employment Agreement, dated January 1, 2022, as amended December 7, 2022 and December 11, 2023 (the “Employment Agreement”), by and between Scorpius Holdings, Inc. (the “Corporation”) and William Ostrander (“Executive”). Capitalized terms used herein without definitio |
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| August 26, 2024 |
Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) effective as of August 23, 2024 to the Employment Agreement, dated January 4, 2021, as amended December 7, 2022 (the “Employment Agreement”), by and between Scorpius Holdings, Inc. (the “Corporation”) and Jeffrey Wolf (“Executive”). Capitalized terms used herein without definition shall have the meanings a |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 23, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fil |
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| August 19, 2024 |
Scorpius Holdings, Inc. Announces Pricing of Public Offering Exhibit 99.1 Scorpius Holdings, Inc. Announces Pricing of Public Offering DURHAM, N.C. – August 16, 2024 — Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius”, or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the new pricing of an underwritten public offering of 12,500,000 shares of common stock (or pre-funded warrants (“Pre-Funded |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 19, 2024 |
Scorpius Holdings, Inc. Announces Closing of Public Offering Exhibit 99.2 Scorpius Holdings, Inc. Announces Closing of Public Offering DURHAM, N.C., August 19, 2024 – Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius”, or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the closing of its underwritten public offering of 14,375,000 shares of common stock (and/or pre-funded warrants (“Pre-Funded |
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| August 19, 2024 |
Exhibit 1.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York August 16, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersig |
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| August 19, 2024 |
Financial Statements and Exhibits, Other Events, Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 16, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fil |
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| August 19, 2024 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: August 19, 2024 Issuance Date: August 19, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for |
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| August 16, 2024 |
ThinkEquity The date of this prospectus is August 6, 2024 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Number 333-280887 2,428,000 Shares of Common Stock 10,072,000 Pre-Funded Warrants to purchase up to 10,072,000 Shares of Common Stock 10,072,000 Shares of Common Stock Underlying such Pre-Funded Warrants Scorpius Holdings, Inc. |
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| August 15, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 508 (Check One): ☐ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo |
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| August 9, 2024 |
Exhibit 99.2 August 8, 2024 Dear Shareholder, I am pleased to announce that, to strengthen its balance sheet, Scorpius Holdings, Inc. (the “Company,” “Scorpius,” “we,” “our,” or “us”) has indicated its intent to consummate an underwritten public offering and raise approximately $12,500,000 by selling 12,500,000 shares of common stock at a price of $1.00 per share (or pre-funded warrants in lieu t |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| August 9, 2024 |
Scorpius Holdings, Inc. Provides Update on Its Previously Announced Public Offering Exhibit 99.1 Scorpius Holdings, Inc. Provides Update on Its Previously Announced Public Offering DURHAM, N.C. – August 9, 2024 — Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius”, or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced a delay in its previously announced public offering. The Company has requested, and the NYSE has appro |
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| August 7, 2024 |
Issuer Free Writing Prospectus Pursuant to Rule 433 Registration No. 333-280887 August 6, 2024 Explanatory Note This Free Writing Prospectus is being filed to present an updated Capitalization table contained in the Scorpius Holdings, Inc. (the “Company”) registration statement on Form S-1 (File No. 333-280887) (the “Registration Statement”) as a result of the proposed issuance and sale of 12,500, |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on July 31, 2024. As filed with the Securities and Exchange Commission on July 31, 2024. Registration Number 333-280887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorpora |
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| August 1, 2024 |
EXHIBIT 4.26 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: August [], 2024 Issuance Date: August [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo |
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| August 1, 2024 |
Form of Underwriting Agreement EXHIBIT 1.2 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York [•], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, S |
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| August 1, 2024 |
Correspondence August 2, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| July 31, 2024 |
Correspondence July 31, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 31, 2024 |
EXHIBIT 10.1 NOTE CANCELLATION AND AMENDMENT TO ASSET AND EQUITY INTERESTS PURCHASE AGREEMENT This Note Cancellation and Amendment (this “Amendment”), effective as of the 30th day of July, 2024, of that certain 1% non-convertible promissory note, dated May 1, 2024, in the principal amount of $750,000 (the “Note”), issued by Seller to Buyer and to the Asset and Equity Interests Purchase Agreement ( |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| July 30, 2024 |
Exhibit 99.1 Scorpius Holdings Announces Removal of NYSE American Trading Suspension; Expected to Resume Normal Trading on August 2, 2024 Durham, NC – July 30, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX) (‘Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today announced that the staff of NYSE Regulation has withdrawn its delisting dete |
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| July 19, 2024 |
As filed with the Securities and Exchange Commission on July 18, 2024. As filed with the Securities and Exchange Commission on July 18, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorporation or organization) |
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| July 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Scorpius Holdings, Inc. |
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| July 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCORPIUS HOLDINGS, INC. Scorpius Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law |
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| July 18, 2024 |
Exhibit 4.1 AMENDMENT TO PROMISSORY NOTE This Amendment (this “Amendment”) dated July 16, 2024 and effective as of the 1st day of July, 2024, to the Promissory Note, dated May 1, 2024 (the “Note”), issued to Elusys Holdings Inc. (the “Holder”) by Scorpius Holdings, Inc. (the “Company”). Capitalized terms used herein without definition shall have the meanings assigned in the Warrant. WHEREAS, the C |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 15, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| July 18, 2024 |
Scorpius Holdings Announces Reverse Stock Split Exhibit 99.1 Scorpius Holdings Announces Reverse Stock Split Durham, NC – July 17, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX) (‘Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today announced that the Company’s Board of Directors approved a 1-for-200 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (the “ |
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| July 18, 2024 |
Exhibit 10.1 AMENDMENT NO. 5 TO THE NIGHTHAWK BIOSCIENCES, INC. 2018 STOCK INCENTIVE PLAN Effective Date: July 15, 2024 WHEREAS, the Board of Directors (the “Board”) of Scorpius Holdings, Inc. (the “Company”) heretofore established the NightHawk Biosciences, Inc. 2018 Stock Incentive Plan (the “Plan”); and WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of com |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 14, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 29, 2024 |
Exhibit 99.1 Scorpius Holdings Achieves 359% Year-Over-Year Increase in Revenue for the First Quarter of 2024 Reduces operating expenses by 34% and net loss by 64% Durham, NC – May 28, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX) (‘Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today provided strategic, financial, and operational upda |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 21, 2024 |
SCPX / Scorpius Holdings, Inc. / Wolf Jeffrey Alan - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* SCORPIUS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.0002 Per Share (Title of Class of Securities) 42237K 409 (CUSIP Number) Mr. Jeffrey Wolf Orion Holdings V, LLC Seed-One IV, LLC c/o Scoripus Holdings, Inc. 627 Davis Drive Morrisville, North Carolina |
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| May 16, 2024 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: May 16, 2024 Issuance Date: May 16, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| May 16, 2024 |
ThinkEquity The date of this prospectus is May 14, 2024 TABLE OF CONTENTS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Numbers 333-279092 and 333-279389 29,820,000 Units (Each Unit consisting of One Share of Common Stock and One Common Warrant to purchase One Share of Common Stock) 30,180,000 Pre-Funded Units (Each Unit consisting of One Pre-Funded Warrant to purchase One Share of Common Stock and One Common Warrant to purchase One Share of Common Stock) 30,180,000 shares of Common Stock Underlying Pre-Funded Warrants 60,000,000 shares of Common Stock Underlying Common Warrants Scorpius Holdings, Inc. |
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| May 16, 2024 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: May 16, 2024 Issue Date: May 16, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May |
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| May 16, 2024 |
ThinkEquity The date of this prospectus is May 14, 2024 TABLE OF CONTENTS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Numbers 333-279092 and 333-279389 29,820,000 Units (Each Unit consisting of One Share of Common Stock and One Common Warrant to purchase One Share of Common Stock) 30,180,000 Pre-Funded Units (Each Unit consisting of One Pre-Funded Warrant to purchase One Share of Common Stock and One Common Warrant to purchase One Share of Common Stock) 30,180,000 shares of Common Stock Underlying Pre-Funded Warrants 60,000,000 shares of Common Stock Underlying Common Warrants Scorpius Holdings, Inc. |
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| May 16, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 14, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 16, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 409 (Check One): ☐ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨Transition Report on Form 20-F ¨Transition Report on Form 11-K ¨ Transition Repor |
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| May 16, 2024 |
Scorpius Holdings, Inc. Announces Closing of Public Offering Exhibit 99.2 Scorpius Holdings, Inc. Announces Closing of Public Offering DURHAM, N.C., May 16, 2024 – Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the closing of its underwritten public offering of 60,000,000 common units and/or pre-funded units in lieu thereof. Each common ( |
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| May 16, 2024 |
Scorpius Holdings, Inc. Announces Pricing of Public Offering Exhibit 99.1 Scorpius Holdings, Inc. Announces Pricing of Public Offering DURHAM, N.C. – May 14, 2024 — Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius”, or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the pricing of its underwritten public offering of 60,000,000 common units and/or pre-funded units in lieu thereof. Each common |
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| May 16, 2024 |
Exhibit 1.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters EXECUTION VERSION SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York May 14, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentleme |
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| May 14, 2024 |
SCPX / Scorpius Holdings, Inc. / Wolf Jeffrey Alan - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* SCORPIUS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.0002 Per Share (Title of Class of Securities) 42237K 409 (CUSIP Number) Mr. Jeffrey Wolf Orion Holdings V, LLC Seed-One IV, LLC c/o Scoripus Holdings, Inc. 627 Davis Drive Morrisville, North Carolina |
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| May 13, 2024 |
Exhibit 4.21 FORM OF COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: May [•], 2024 Issue Date: May [•], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o |
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| May 13, 2024 |
EXHIBIT 4.20 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [], 2024 Issuance Date: [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a |
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| May 13, 2024 |
Form of Underwriting Agreement by and between Scorpius Holdings, Inc. and ThinkEquity LLC Exhibit 1.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York May [•], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigne |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Scorpius Holdings, Inc. |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File N |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024. As filed with the Securities and Exchange Commission on May 13, 2024. Registration Number 333-279092 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorpo |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Scorpius Holdings, Inc. |
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| May 9, 2024 |
Correspondence May 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 9, 2024 |
Correspondence May 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 9, 2024 |
Correspondence May 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 9, 2024 |
Correspondence May 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 7, 2024 |
Correspondence May 7, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 7, 2024 |
Correspondence May 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 3, 2024 |
Scorpius Biomanufacturing A rapidly growing, highly scalable biologics Contract Development & Manufacturing Organization (CDMO) Investor Presentation – May 2024 NYSE American: SCPX Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. |
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| May 3, 2024 |
EXHIBIT 4.20 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [], 2024 Issuance Date: [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a |
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| May 3, 2024 |
Form of Underwriting Agreement by and between Scorpius Holdings, Inc. and ThinkEquity LLC EXHIBIT 1.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York May [•], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigne |
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| May 3, 2024 |
As filed with the Securities and Exchange Commission on May 3, 2024. As filed with the Securities and Exchange Commission on May 3, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorporation or organization) (P |
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| May 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Scorpius Holdings, Inc. |
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| May 2, 2024 |
Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI |
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| May 2, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 2, 2024 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Scorpius Holdings, Inc., a Delaware corporation, with headquarters located at 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (the “Company”), and Elusys Holdings Inc., a Delaware corporation, with offices located at 7700 Congress Avenu |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File Nu |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 29, 2024 |
Exhibit 99.1 Scorpius Holdings Provides 2023 Year-End Business Update; Reports 570% Sequential Increase in Revenue for the Fourth Quarter of 2023 Durham, NC – April 29, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX) (‘Scorpius” or “the Company”), an integrated contract development and manufacturing organization providing state-of-the-art large molecule contract development and manufacturing or |
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| April 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 26, 2024 |
EXHIBIT 21.1 Scorpius Holdings, Inc. Subsidiaries Name of Subsidiary Jurisdiction Heat Biologics I, Inc Delaware Heat Biologics III, Inc. Delaware Heat Biologics IV, Inc. Delaware Heat Biologics GmbH Germany Heat Biologics Australia Pty LTD Australia Zolovax, Inc. Delaware Pelican Therapeutics, Inc.1 Delaware Skunkworx Labs, Inc.3 Delaware Scorpius Biomanufacturing, Inc. 3 Delaware Abacus Biotech, |
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| April 26, 2024 |
DocuSign Envelope ID: F21419AF-3FC0-48C7-912F-021C57584081 NIGHTHAWK BIOSCIENCES, INC. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-35994 Scorpius Holdings, Inc. |
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| April 26, 2024 |
EXHIBIT 4.14 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Scorpius Holdings, Inc. (the “Company,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.0002 per share (the “common stock”). General |
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| April 22, 2024 |
Exhibit 99.1 Scorpius Holdings Announces Receipt of Filing Delinquency Notification Reaffirms commitment to regaining compliance with the NYSE American continued listing standards Durham, NC – April 22, 2024 –Scorpius Holdings, Inc (NYSE American: SCPX), an integrated contract development and manufacturing organization (CDMO), received an official notice of noncompliance (the “NYSE American Notice |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 17, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| April 1, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 409 (Check One): ☒ Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨Transition Report on Form 20-F ¨Transition Report on Form 11-K ¨ Transition Rep |
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| March 13, 2024 |
Exhibit 4.8 AMENDMENT NO. 7 TO RIGHTS AGREEMENT This Amendment No. 7 (this “Amendment”) dated the 11th day of March, 2024, to the Rights Agreement, dated March 11, 2018, as amended by Amendment No. 1 thereto, dated March 8, 2019, as further amended by Amendment No. 2 thereto, dated March 10, 2020, Amendment No. 3 thereto, dated March 8, 2021, Amendment No. 4 thereto, dated March 11, 2022, Amendmen |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 11, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 13, 2024 |
Scorpius Holdings, Inc. Announces Closing of Public Offering Exhibit 99.1 Scorpius Holdings, Inc. Announces Closing of Public Offering DURHAM, N.C. – March, 12, 2024 — Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the closing of its previously announced public offering of 10,000,000 shares of its common stock at a public offering price o |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A Amendment No. |
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| March 11, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-251255 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 22, 2020) 10,000,000 Shares of Common Stock Scorpius Holdings, Inc. We are offering 10,000,000 shares of our common stock, par value $0.0002 per share (the “common stock”). Each share of common stock is being sold at a price of $0.15. Our common stock is listed on the NYSE American |
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| March 11, 2024 |
Scorpius Holdings, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Scorpius Holdings, Inc. Announces Proposed Public Offering of Common Stock DURHAM, N.C. – March 7, 2024 – Scorpius Holdings, Inc. (NYSE American: SCPX) (“Scorpius” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced that it intends to offer to sell shares of its common stock to the public in an underwritten public offering. All |
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| March 11, 2024 |
Scorpius Holdings, Inc. Announces Pricing of Public Offering Exhibit 99.2 Scorpius Holdings, Inc. Announces Pricing of Public Offering DURHAM, N.C. – March 8, 2024 — Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the pricing of its underwritten public offering of 10,000,000 shares of its common stock at a public offering price of $0.15 pe |
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| March 11, 2024 |
Underwriting Agreement dated March 7, 2024 Exhibit 10.1 UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York March 7, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersign |
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| March 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission File |
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| March 7, 2024 |
ThinkEquity The date of this prospectus supplement is , 2024 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-251255 The information contained in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell the |
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| March 7, 2024 |
Exhibit 99.2 This presentation includes statements that are, or may be deemed, “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , as amended . In some cases, these forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “plans”, “intend |
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| March 7, 2024 |
The date of this prospectus supplement is March 7, 2024 Filed Pursuant to Rule 424(b)(5) Registration No. 333-251255 Prospectus Supplement (To Prospectus dated December 22, 2020) This prospectus supplement amends and supplements the information in the prospectus supplement, dated December 8, 2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-251255) (the “Prior Prospectus”), relatin |
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| March 7, 2024 |
Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration no 333-251255 March 7, 2024 Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration no 333-251255 March 7, 2024 This presentation includes statements that are, or may be deemed, “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , as amended . |
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| March 7, 2024 |
Exhibit 99.1 Scorpius Holdings Estimates Greater than 375% Sequential Increase in Revenue for the Fourth Quarter of 2023 Compared to the Third Quarter of 2023 Estimates Sequential Reduction in the Fourth Quarter of 2023 Operating Loss by Over $3.3 Million or Approximately 30% Compared to the Third Quarter of 2023 Achieves Record Backlog of $9.3 Million Durham, NC – March 7, 2024 – Scorpius Holding |
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| February 6, 2024 |
Exhibit 99.1 NightHawk Biosciences Completes Name Change to Scorpius Holdings; Trading to Commence Under “SCPX” Effective at the Market Open Today Durham, NC – February 6, 2024 – NightHawk Biosciences / Scorpius Holdings, Inc (NYSE American: NHWK; SCPX), an integrated contract development and manufacturing organization (CDMO), today announced that it had completed its name change from NightHawk Bi |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 5, 2024 Scorpius Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission Fi |
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| February 6, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NIGHTHAWK BIOSCIENCES, INC. NightHawk Biosciences, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “NightHawk Biosciences, Inc.” The original Certifica |
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| January 30, 2024 |
Exhibit 99.1 NightHawk Receives Proceeds of $3.25 Million in Connection with Sale of Non-Core Intellectual Property and Issuance of a Low Interest Bearing Note Durham, NC – January 30, 2024 – NightHawk Biosciences (NYSE American: NHWK) (“NightHawk” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced it has sold additional none-core IP. Addit |
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| January 30, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| January 30, 2024 |
Exhibit 10.1 PATENT RIGHTS SALE AND ASSIGNMENT AGREEMENT This PATENT RIGHTS SALE AND ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of January 29, 2024 (the “Closing Date”) by and between NightHawk Biosciences, Inc., f/k/a Heat Biologics, Inc., a Delaware corporation with a principal executive office at 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (together with it |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 26, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissio |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 26, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissio |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 19, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissio |
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| January 16, 2024 |
Exhibit 99.1 NightHawk Biosciences A rapidly growing, highly scalable biologics Contract Development & Manufacturing Organization (CDMO) Investor Presentation - January 2024 NYSE: NHWK This presentation includes statements that are, or may be deemed, “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, these forward - |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 16, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissio |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 8, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission |
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| January 8, 2024 |
Exhibit 99.1 NightHawk Biosciences Announces Planned Name Change to Scorpius Holdings, Reflecting Successful Transition to a Large Molecule Biomanufacturing CDMO Announces senior leadership appointments to further support client programs and growing sales pipeline Durham, NC – January 8, 2024 – NightHawk Biosciences (NYSE American: NHWK; NHWK), an integrated contract development and manufacturing |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 8, 2024 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissi |
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| December 19, 2023 |
The date of this prospectus supplement is December 19, 2023 Filed Pursuant to Rule 424(b)(5) Registration No. 333-251255 Prospectus Supplement (To Prospectus dated December 22, 2020) This prospectus supplement amends and supplements the information in the prospectus, dated December 22, 2020, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-251255) (the “Prior Prospectus”), relating to the o |
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| December 19, 2023 |
Exhibit 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations with Retrospective Changes of the 2022 Form 10-K. The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2022 and December 31, 2021 found in this Annual Report |
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| December 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NightHawk Biosciences, Inc. |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 19, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer o |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| December 12, 2023 |
NIGHTHAWK BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 NIGHTHAWK BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On December 11, 2023, NightHawk Biosciences, Inc. (“NightHawk” or the “Company”) entered into an Assets and Equity Interest Purchase Agreement (the ”Agreement”) with Elusys Holdings, Inc. (the “Buyer“) pursuant to which the Company agreed to sell to the Buyer (i) all of the issued and outstandi |
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| December 12, 2023 |
Exhibit 2.1 ASSET AND EQUITY INTERESTS PURCHASE AGREEMENT Dated as of December 11, 2023 Between NIGHTHAWK BIOSCIENCES, INC. And ELUSYS HOLDINGS INC. TABLE OF CONTENTS Page(s) ARTICLE IDEFINITIONS; INTERPRETATION1 Section 1.1Definitions1 Section 1.2Interpretation10 ARTICLE IIPURCHASE AND SALE10 Section 2.1Purchase and Sale of Purchased Assets; Consideration; Royalty Payment; Earn-Out Payments. |
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| December 12, 2023 |
Exhibit 99.3 NightHawk Biosciences A rapidly growing, highly scalable biomanufacturing Contract Development & Manufacturing Organization Investor Presentation - December 2023 NYSE: NHWK This presentation includes statements that are, or may be deemed, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, these forward-lo |
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| December 12, 2023 |
Exhibit 99.2 NightHawk Biosciences Announces Strategic Shift into a Pure-Play Large Molecule Biomanufacturing CDMO to Capitalize on Rapid Growth in Sales Pipeline along with Divestiture of Non-Core Assets Over $20 million in signed manufacturing contracts which include premier biotech/pharma companies and research institutes Elusys divestiture and R&D cuts expected to eliminate over $40 million in |
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| December 12, 2023 |
Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 12, 2023 |
Exhibit 4.7 AMENDMENT TO RIGHTS AGREEMENT This Amendment No. 6 (this “Amendment”) dated the 11th day of December, 2023 to the Rights Agreement, dated March 11, 2018, as amended by Amendment No. 1 thereto, dated March 8, 2019, as further amended by Amendment No. 2 thereto, dated March 10, 2020, Amendment No. 3 thereto, dated March 8, 2021, Amendment No. 4 thereto, dated March 11, 2022, and Amendmen |
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| December 12, 2023 |
NHWK / NightHawk Biosciences Inc / Wolf Jeffrey Alan - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* NIGHTHAWK BIOSCIENCES, INC. (Name of Issuer) Common Stock, Par Value $0.0002 Per Share (Title of Class of Securities) 42237K 409 (CUSIP Number) Mr. Jeffrey Wolf Orion Holdings V, LLC Seed-One IV, LLC c/o NightHawk Biosciences, Inc. 627 Davis Drive Morrisville, North C |
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| December 12, 2023 |
Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) effective as of December 11, 2023 to the Employment Agreement, dated January 1, 2022, as amended December 7, 2022 (the “Employment Agreement”), by and between NightHawk Biosciences, Inc. (the “Corporation”) and William Ostrander (“Executive”). Capitalized terms used herein without definition shall have the |
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| December 12, 2023 |
Exhibit 10.2 SHARED SERVICES AGREEMENT Shared Services Agreement (the “Agreement”), dated as of December 11, 2023 (the “Effective Date”), by and between NightHawk Biosciences, Inc., a Delaware corporation (“NightHawk”), and Elusys Therapeutics, Inc., a [Delaware] corporation (“Elusys”) (each, a “Party” and collectively, the “Parties”). RECITALS WHEREAS, NightHawk desires to provide, directly or in |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 11, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer o |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 8, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commissio |
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| December 8, 2023 |
Up to $4,037,193 of Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-251255 Prospectus Supplement (To Prospectus dated December 22, 2020) Up to $4,037,193 of Shares of Common Stock We have entered into a Sales Agreement, dated December 8, 2023 (the “sales agreement”), with A.G.P./Alliance Global Partners (“A.G.P.” or the “sales agent”) relating to the sale of shares of our common stock, par value $0.0002 per sha |
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| December 8, 2023 |
Exhibit 1.1 NIGHTHAWK BIOSCIENCES, INC. Shares of Common Stock (par value $0.0002 per share) Sales Agreement December 8, 2023 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: NightHawk Biosciences, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) as follows: 1. Issuan |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 20, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer o |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 20, 2023 |
NightHawk Biosciences Provides Q3 2023 Business Update EXHIBIT 99.1 NightHawk Biosciences Provides Q3 2023 Business Update Durham, NC – November 20, 2023 – NightHawk Biosciences (NYSE American: NHWK), a fully integrated biopharmaceutical company specializing in the end-to-end development, manufacturing, and commercialization of innovative therapies, today provided strategic, financial, and operational updates for the quarter ended September 30, 2023. |
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| November 15, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35994 CUSIP NUMBER 42237K 409 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨Transition Report on Form 20-F ¨Transition Report on Form 11-K ¨ Transition Re |
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| September 28, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 27, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 19, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commi |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 19, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 18, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer of |
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| August 21, 2023 |
Letter to Special Committee, dated August 18, 2023 EX-2 2 nhwk-20230821xex2.htm EX-2 Exhibit 2 STARLIGHT ACQUISITION CORP. August 18, 2023 BY EMAIL NightHawk Biosciences, Inc. (“NightHawk”) 627 Davis Drive Morrisville, NC 27560 Attention: Special Committee of Board of Directors Dear Special Committee, Over the past few quarters, NightHawk has worked with its advisors to develop a path designed to reduce costs, refocus the company and maximize shar |
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| August 21, 2023 |
NHWK / NightHawk Biosciences Inc / Wolf Jeffrey Alan - SC 13D/A Activist Investment CUSIP No. 42237K 409 13D Page 1 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* NIGHTHAWK BIOSCIENCES, INC. (Name of Issuer) Common Stock, Par Value $0.0002 Per Share (Title of Class of Securities) 42237K 409 (CUSIP Number) Mr. Jeffrey Wolf Orion Holdings V, LLC Seed-One IV, LLC c/o NightHawk Bioscience |
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| August 21, 2023 |
Preliminary Non-Binding Offer Letter, dated August 18, 2023 EX-3 3 nhwk-20230821xex3.htm EX-3 Exhibit 3 STARLIGHT ACQUISITION CORP. August 18, 2023 BY EMAIL NightHawk Biosciences, Inc. (“NightHawk”) 627 Davis Drive Morrisville, NC 27560 Attention: Special Committee of Board of Directors Re:Preliminary Non-Binding Offer Letter Dear Special Committee of the Board of Directors: This preliminary non-binding offer letter (the “Letter”) summarizes the proposed a |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 14, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer of |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 14, 2023 |
NightHawk Biosciences Provides Q2 2023 Business Update EXHIBIT 99.1 NightHawk Biosciences Provides Q2 2023 Business Update Durham, NC – August 14, 2023 – NightHawk Biosciences (NYSE American: NHWK), a fully integrated biopharmaceutical company specializing in the end-to-end development, manufacturing, and commercialization of innovative medical countermeasures that combat unmet and emerging biothreats, today provided strategic, financial, and operatio |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware 001-35994 26-2844103 (State or other jurisdiction (Commission (IRS Employer of inc |
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| May 15, 2023 |
NightHawk Biosciences Provides Q1 2023 Business Update EXHIBIT 99.1 NightHawk Biosciences Provides Q1 2023 Business Update Durham, NC – May 15, 2023 – NightHawk Biosciences (NYSE American: NHWK), a fully integrated biopharmaceutical company specializing in the end-to-end development, manufacturing, and commercialization of innovative medical countermeasures that combat unmet and emerging biothreats, today provided strategic, financial, and operational |
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| March 31, 2023 |
EXHIBIT 10.63 CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [*****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 79 to the BULK DRUG SUBSTANCE ORDERING AGREEMENT EFFECTIVE 5 FEBRUARY 2015 between LONZA SALES AG and ELUSYS THERAPEUTICS, INC. THIS AMENDMENT 79 (this “Amendment”) |
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| March 31, 2023 |
EXHIBIT 10.62 CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [*****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL ORDERING AGREEMENT between LONZA SALES AG and ELUSYS THERAPEUTICS, INC. The terms stated in this Agreement (“the Agreement”) apply to orders by Elusys Therapeutics, Inc., located |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 31, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-35994 NightHawk Biosciences, Inc. |
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| March 31, 2023 |
EXHIBIT 21.1 Subsidiaries Name of Subsidiary Jurisdiction Heat Biologics, Inc Delaware Heat Biologics I, Inc Delaware Heat Biologics III, Inc. Delaware Heat Biologics IV, Inc. Delaware Heat Biologics GmbH. Germany Heat Biologics Australia Pty LTD Australia Zolovax, Inc. Delaware Pelican Therapeutics, Inc. Delaware Skunkworx Bio, Inc. Delaware Scorpius BioManufacturing, Inc. Delaware Abacus Biotech |
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| March 31, 2023 |
NightHawk Biosciences Provides 2022 Year End Business Update EX-99.1 2 nhwk-20230331xex99d1.htm EX-99.1 EXHIBIT 99.1 NightHawk Biosciences Provides 2022 Year End Business Update Durham, NC – March 31, 2023 – NightHawk Biosciences (NYSE American: NHWK), a fully-integrated biopharmaceutical company focused on developing first-in-class therapies to modulate the immune system, today provided strategic, financial, and operational updates for the year ended Decem |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 11, 2023 NightHawk Biosciences, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35994 26-2844103 (Commission |
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| March 13, 2023 |
EXHIBIT 4.6 AMENDMENT NO. 5 TO RIGHTS AGREEMENT This Amendment No. 5 (this “Amendment”) dated the 11th day of March, 2023 to the Rights Agreement, dated March 11, 2018, as amended by Amendment No. 1 thereto, dated March 8, 2019, as further amended by Amendment No. 2 thereto, dated March 10, 2020, Amendment No. 3 thereto, dated March 8, 2021, and Amendment No. 4 thereto, dated March 11, 2022 (the “ |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A Amendment No. |
