false
0001476963
0001476963
2024-01-08
2024-01-08
0001476963
us-gaap:CommonStockMember
2024-01-08
2024-01-08
0001476963
NHWK:CommonStockPurchaseRightsMember
2024-01-08
2024-01-08
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):
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 File Number) |
(IRS Employer Identification No.) |
627
Davis Drive, Suite
300
Morrisville, North Carolina 27560
(Address of principal executive offices and
zip code)
(919) 240-7133
(Registrant’s telephone number including
area code)
N/A
(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 |
NHWK |
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 7.01. Regulation
FD Disclosure.
On January 8, 2024, NightHawk
Biosciences, Inc. (the “Company”), issued a press release announcing that it is changing the name of the Company to Scorpius
Holdings, Inc., to better reflect the Company’s successful shift into a pure-play, large molecule biomanufacturing CDMO.
The information in this Item
7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 Items
On January 8, 2024, the Company issued a press
release announcing that it is changing the name of the Company to Scorpius Holdings, Inc., to better reflect the Company’s successful
shift into a pure-play, large molecule biomanufacturing CDMO. The Company will continue to operate its CDMO within the Scorpius BioManufacturing,
Inc. subsidiary. In connection with the name change, the Company’s ticker will change to SCPX.
Item 9.01 Financial Statements and
Exhibits.
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: January 8, 2024 |
NightHawk Biosciences, Inc. |
|
|
|
|
|
|
By: |
/s/ Jeff Wolf |
|
Name: |
Jeff Wolf |
|
Title: |
Chief Executive Officer |
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 organization (CDMO), today announced that it is changing the name of the Company to Scorpius Holdings,
Inc. (“Scorpius”), to better reflect the Company’s successful shift into a pure-play, large molecule biomanufacturing
CDMO. The Company will continue to operate its CDMO within the Scorpius BioManufacturing subsidiary.
In connection with
the name change, the Company’s ticker will change to SCPX as well. The name and symbol changes will 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.
In addition, the
Company announced that it has bolstered its leadership team with the promotions of Brian O’Mara to VP of Process Sciences and Steve
Lavezoli to VP of Commercial Operations, as well as the additions of Juan Lagos as Senior Director of Cell-Based Technologies and Ania
Szymanska as Site Head of Quality.
Jeff Wolf, CEO of
Nighthawk, commented, “Our rebranding to Scorpius Holdings is a testament to our successful transition and the growth of our CDMO
operations. The industry faces a critical shortage of clinical-scale biologic manufacturing capacity, driven by increasing demand for
large molecule CDMO services. Our state-of-the-art facility in San Antonio, Texas ideally positions us to address this gap in CDMO manufacturing
capacity and services. The response from major biotech companies and leading research institutions to our CDMO capabilities has been positive,
as evidenced by the expansion of our sales pipeline."
Mr. Wolf further
noted, “To better service increasing demand for our specialized CDMO services, we have expanded our team with key hires to support
our growing client base. Each of these team members brings extensive industry experience and will help ensure that we continue to provide
our clients with exceptional service. Given the investments in both our facility and operations, we now have significant capacity to scale
our operations, which we expect will generate high incremental margins and attractive returns for our shareholders in the years ahead."
Senior Promotions
and Appointments
Brian O’Mara
- VP of Process Sciences. Mr. O’Mara joined Scorpius in June 2022 as the Senior Director, Manufacturing Science & Technology.
He has more than 20 years of industrial biotechnology experience in downstream process development of early- and late-stage protein therapeutics
from mammalian and microbial expression systems. He also has extensive experience in the development and scale-up of protein conjugates,
including antibody-drug conjugates (ADCs), bi-specifics, and PEGylated molecules, as well as experience in technology transfer, CDMO management,
process characterization, preparation and oversight of PPQ campaigns, and associated CMC regulatory filings. Brian earned a BS in Biology
from Binghamton University and an MS in Chemistry from Lehigh University.
Steve Lavezoli
- VP of Commercial Operations. Mr. Lavezoli joined Scorpius in December 2022 as the Regional VP of Business Development for the central
region. He now oversees Scorpius’ business development, proposals, and marketing strategy. He brings extensive experience in various
roles throughout business development and marketing. He spent 12 years in the industrial gasses industry with Linde Gas, as well as W.L.
Gore in their Startup Biopharmaceutical division working on a Commercial Business/Market Development role for Bulk Drug Substance Single-Use
items. He also spent 3 years with Catalent Biologics, focused on Drug Substance Business Development in the US for early-stage clinical
programs with clients to bring life-changing therapies to the market. Steve holds a BS in Chemical Engineering from Pennsylvania State
University and an MBA in Marketing from Robert Morris University.
Juan Lagos - Senior
Director of Cell-Based Technologies. Mr. Lagos brings more than 20 years of experience in cell culture and upstream process development
from lab bench to cGMP manufacturing and leads Scorpius’ cell-based technologies team, which is responsible for analytical and cell
therapy processes. Before joining Scorpius, he was the Associate Director MS&T / LVV Suspension Process Development at Rocket Pharmaceuticals.
His industry experience includes director-level and senior engineering roles at Allakos and Bristol Myers Squibb, as well as experience
at biopharma service providers like WuXi Apptec and Patheon. He holds a dual B.S. in Computer Science and Chemical Engineering from Rutgers
University, where he continues to pursue a Ph.D. in Biochemical Engineering.
Ania Szymanska
- Site Head of Quality. Ms. Szymanska brings over 19 years of leadership and management experience in Quality Control, Quality Assurance,
and Compliance at pharmaceutical and biotech companies. She joined Scorpius from Marker Therapeutics, Inc. where she was Vice President
of Quality and built the Quality Management Systems. She played a critical role in the design, construction, and qualification of their
state-of-the-art cell therapy GMP manufacturing facility and Quality Control laboratories. Prior to Marker, she served as Director of
Quality Control for Bellicum Pharmaceuticals, Inc. where she developed its Quality Control department and was responsible for aseptic
facility qualification. She also served as Quality Validation Specialists of Opexa Therapeutics, Inc. and in roles of increasing responsibility
at Woodfield Pharmaceutical, LLC (formerly Pernix Manufacturing, LLC), most recently as Director of Microbiology. Ms. Szymanska earned
an M.S. in Microbiology from the University of Warsaw.
NightHawk
Biosciences, Inc.
NightHawk
Biosciences, through its Scorpius BioManufacturing subsidiary, 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 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.nighthawkbio.com
or www.scorpiusbiologics.com,
and also follow us on Twitter.
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 generating high incremental margins and attractive returns for our shareholders in
the years ahead. Important factors that could cause actual results to differ materially from current expectations include, among others,
the Company’s ability to generate , high incremental margins and attractive returns for our shareholders in the years ahead, the
Company’s ability to continue to grow revenue, leverage fixed costs and achieve long-term profitability; the Company’s ability
to create substantial shareholder value as a pure-play CDMO in an underserved marketplace; 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 successfully
operate as a CDMO the ability to obtain regulatory approval 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
investorrelations@nighthawkbio.com
v3.23.4
Cover
|
Jan. 08, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 08, 2024
|
Entity File Number |
001-35994
|
Entity Registrant Name |
NightHawk Biosciences, 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
300
|
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
|
Common Stock [Member] |
|
Common Stock |
Common Stock, $0.0002 par value per share
|
Trading Symbol |
NHWK
|
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 |
- 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=NHWK_CommonStockPurchaseRightsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Nighthawk Biosciences (AMEX:NHWK)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Nighthawk Biosciences (AMEX:NHWK)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024