false
--12-31
0001476963
0001476963
2024-02-05
2024-02-05
0001476963
us-gaap:CommonStockMember
2024-02-05
2024-02-05
0001476963
SCPX:CommonStockPurchaseRightsMember
2024-02-05
2024-02-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 File Number) |
(IRS Employer Identification No.) |
627
Davis Drive, Suite
400
Morrisville, North Carolina 27560
(Address of principal executive offices and
zip code)
(919) 240-7133
(Registrant’s telephone number including
area code)
NightHawk Biosciences, Inc.
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.0002 par value per share |
SCPX |
NYSE American LLC |
Common Stock Purchase Rights |
None |
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ |
|
If an emerging growth company, indicate by
checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 5, 2024, Scorpius Holdings, Inc. (previously known as NightHawk Biosciences, Inc. ) filed with the Secretary of State of the
State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate
of Incorporation, as amended, to effect as of February 6, 2024, a change of its name to Scorpius Holdings, Inc. (the “Name Change”).
In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Company
approved the Name Change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not
required for the Name Change or the Certificate of Amendment.
The
foregoing description is only a summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of
the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by
reference herein.
Item 7.01.
Regulation FD Disclosure.
On
February 6, 2024, the Company issued a press release announcing the Name Change and the change of its ticker symbol to SCPX. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and
shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing. The press release furnished as
Exhibit 99.1 to this Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation
Reform Act of 1995, as amended, indicating that certain statements contained therein are “forward-looking” rather than historical.
Item 8.01.
Other Events.
In
connection with the Name Change, the Company’s common stock, par value $0.0002 per share (the “Common Stock”), will
begin trading on the NYSE American LLC under the new ticker symbol “SCPX,” effective as
of the opening of trading hours on February 6, 2024 (the “Symbol Change”).
The
Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Common Stock will continue to be traded
on the NYSE American LLC. Following the Name Change, the stock certificates of the Common Stock, which
reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course
as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current
Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 6, 2024 |
SCORPIUS HOLDINGS, INC. |
|
|
|
|
|
|
By: |
/s/ Jeffrey Wolf |
|
Name: |
Jeffrey Wolf |
|
Title: |
Chairman, President and Chief Executive Officer |
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 Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 10, 2008, the First Amended
and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 16, 2009, and the
Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 16,
2011. The Third Amended and Restated Certificate of Incorporation (“Third
Amended and Restated Certificate”)
was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware on March 21, 2013. The Third Amended and Restated Certificate was thereafter amended
by a Certificate of Amendment changing the name of the Corporation duly adopted by the Board of Directors
of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware on April 29, 2022. The Third
Amended and Restated Certificate is hereby further amended as follows:
Article I of the Third Amended and Restated
Certificate is hereby deleted in its entirety and replaced by the following:
“Article
I.
The name of the Corporation is Scorpius
Holdings, Inc. (the “Corporation”).”
2. The foregoing amendment was duly
adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
3. This Certificate
of Amendment shall be effective as of at 12:01 a.m. Eastern Time on February 6, 2024.
IN WITNESSWHEREOF,
the Corporation has caused this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation to be signed by
Jeffrey Wolf, its Chairman, Chief Executive Officer and President, this 5th day of February, 2024.
|
NIGHTHAWK BIOSCIENCES, INC. |
|
|
|
|
By: |
/s/ Jeffrey Wolf |
|
|
Jeffrey Wolf |
|
|
Chairman, Chief Executive Officer and President |
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 Biosciences, Inc. to Scorpius Holdings, Inc., to better reflect
the Company’s successful shift into a pure-play, large molecule biomanufacturing CDMO. In connection with the name change, the Company’s
ticker will change to “SCPX” effective today, February 6, 2024. The name and symbol changes do not affect the Company's share
structure or the rights of the Company's shareholders, and no further action will be required by existing shareholders.
Jeff Wolf, CEO of
Scorpius, stated, "Changing our name to Scorpius Holdings reflects our evolution into a revenue-generating biomanufacturing company
and expansion of our CDMO services. The biopharmaceutical sector is currently grappling with a severe shortage of clinical-scale biologic
manufacturing capacity, a situation exacerbated by the rising demand for large molecule CDMO services. Our cutting-edge San Antonio, Texas
facility is strategically positioned to fill this critical void. The feedback from our key biotech and pharmaceutical customers has been
overwhelmingly positive, as reflected in our enhanced sales pipeline. We are eager to advance these initiatives under the Scorpius banner."
Scorpius
Holdings, Inc.
Scorpius Holdings
Inc. is an integrated contract development and manufacturing organization (CDMO) focused on rapidly advancing biologic and cell therapy
programs to the clinic and beyond. Scorpius offers a broad array of analytical testing, process development, and manufacturing services
to pharmaceutical and biotech companies at its state-of-the-art facilities in San Antonio, TX. With an experienced team and new, purpose-built
U.S. facilities, Scorpius is dedicated to transparent collaboration and flexible, high-quality biologics biomanufacturing. For
more information, please visit www.scorpiusbiologics.com.
Forward-Looking
Statement
This
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue,"
"expects," "anticipates," "intends," "plans," "believes," "estimates," and
similar expressions, and include statements such as the Company’s successful shift into a pure-play, large molecule biomanufacturing
CDMO; the rising demand for large molecule CDMO services; the Company’s cutting-edge San Antonio, Texas facility being strategically
positioned to fill the critical shortage of clinical-scale biologic manufacturing capacity in the biopharmaceutical sector; the Company’s
enhanced sales pipeline; and advancing the Company’s initiatives under the Scorpius banner. Important factors that could cause
actual results to differ materially from current expectations include, among others, the Company’s ability to expand its large
molecule biomanufacturing CDMO services and continue to grow revenue; the Company’s financing needs, its cash balance being sufficient
to sustain operations and its ability to raise capital when needed, the Company’s ability to leverage fixed costs and achieve long-term
profitability; the Company’s ability to obtain regulatory approvals or to comply with ongoing regulatory requirements, regulatory
limitations relating to the Company’s ability to successfully promote its services and compete as a pure- play CDMO, and other
factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2022, subsequent quarterly reports
on Form 10-Qs and any other filings the Company makes with the SEC. The information in this presentation is provided only as of the date
presented, and the Company undertakes no obligation to update any forward-looking statements contained in this presentation on account
of new information, future events, or otherwise, except as required by law.
Media
and Investor Relations Contact
David
Waldman
+1 919
289 4017
ir@scorpiusbiologics.com
v3.24.0.1
Cover
|
Feb. 05, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 05, 2024
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-35994
|
Entity Registrant Name |
Scorpius Holdings, Inc.
|
Entity Central Index Key |
0001476963
|
Entity Tax Identification Number |
26-2844103
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
627
Davis Drive
|
Entity Address, Address Line Two |
Suite
400
|
Entity Address, City or Town |
Morrisville
|
Entity Address, State or Province |
NC
|
Entity Address, Postal Zip Code |
27560
|
City Area Code |
(919)
|
Local Phone Number |
240-7133
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Entity Information, Former Legal or Registered Name |
NightHawk Biosciences, Inc.
|
Common Stock [Member] |
|
Common Stock |
Common Stock, $0.0002 par value per share
|
Trading Symbol |
SCPX
|
Security Exchange Name |
NYSEAMER
|
Common Stock Purchase Rights [Member] |
|
Common Stock |
Common Stock Purchase Rights
|
Trading Symbol |
None
|
Security Exchange Name |
NYSEAMER
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SCPX_CommonStockPurchaseRightsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Nighthawk Biosciences (AMEX:NHWK)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Nighthawk Biosciences (AMEX:NHWK)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024