SCPX Scorpius Holdings Inc

 

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 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)

 

 

(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 1.01. Entry into a Material Definitive Agreement.

Effective as of July 30, 2024, Scorpius Holdings, Inc. (the “Company”) entered into a Note Cancellation and Amendment to Asset and Equity Interests Purchase Agreement (the “Amendment”) of that certain 1% non-convertible promissory note, dated May 1, 2024, in the principal amount of $750,000 (the “Note”), issued by the Company to Elusys Holdings Inc. (“Elusys Holdings”) and to the Asset and Equity Interests Purchase Agreement (the “Purchase Agreement”), dated as of December 11, 2023, by and between Elusys Holdings and the Company. Pursuant to the Amendment the Note was cancelled in exchange for an amendment to the Asset and Equity Interests Purchase Agreement which eliminates the payment of any royalty fees by Elusys Holdings to the Company and instead provides a cash payment to the Company of $2.5 million on or prior to December 31, 2028.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02. Termination of Material Definitive Agreement

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the cancellation of the Note is incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Exhibit Description
10.1		Note Cancellation and Amendment to Asset and Equity Interests Purchase Agreement, effective July 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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:  July 31, 2024	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

 

 

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 (the “Agreement”), dated as of December 11, 2023, by and between Elusys Holdings Inc., a Delaware corporation (“Buyer”), and Scorpius Holdings, Inc. (formerly NightHawk Biosciences, Inc.), a Delaware corporation (“Seller”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.  

 

WHEREAS, Buyer desires to cancel and return the Note to Seller; and

 

WHEREAS, the parties desire to amend Section 2.1(c) of the Agreement to reduce the Royalty Payments payable thereunder effective upon the cancellation of the Note.

 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to cancel the Note and amend the Agreement as follows:

 

1. Cancellation of Note. The Note is hereby cancelled and shall be of no further force or effect, effective as of the date hereof. Buyer agrees to return the Note to Seller.

 

2. Amendment.  Section 2.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Buyer shall pay to Seller no later than December 31, 2028, a cash payment equal to $2,500,000”

2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.

 

3. No Other Amendments; Confirmation. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

 

4. Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

 

5. Governing Law. This Amendment is made and shall be construed and performed under the laws of the State of Delaware without regard to its choice or conflict of law principles.

 

 

 

[Signature page follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Note Cancellation and Amendment to the Agreement to be duly executed as of the day and year first above written.

 

 

 

SCORPIUS HOLDINGS, INC.
By:	/s/ William Ostrander
Name:	William Ostrander
Title:	Chief Financial Officer
ELUSYS HOLDINGS INC.
By:	/s/ Jeffry Wolf
Name:	Jeffrey Wolf
Title:	President

 

 

v3.24.2

Cover	Jul. 30, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 30, 2024
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 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	SCPX
Security Exchange Name	NYSEAMER
Common Stock Purchase Rights [Member]
Common Stock	Common Stock Purchase Rights
Trading Symbol	None
Security Exchange Name	NYSEAMER

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