Scorpius Holdings, Inc.: M&A transaction — NightHawk Biosciences sells Elusys Therapeutics to entity controlled by CEO Jeffrey Wolf

Scorpius Holdings, Inc.

Sale of all equity of Elusys Therapeutics for $500K upfront plus 3% royalty on ANTHIM sales through 2031 (min $5M guarantee).
Buyer assumes ~$40M in liabilities and manufacturing commitments from Elusys.
Buyer obligated to purchase $2.25M convertible note (1% interest, 1-yr maturity) convertible into ~5.7M shares at $0.39281/sh.
Transaction is with a related party: Buyer controlled by CEO Jeffrey Wolf; Wolf and CFO Ostrander continue with both companies.
NightHawk enters shared services agreement for transitional support; fees based on cost recovery.

item 2.01 item 2.03 item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Scorpius Holdings, Inc. completed a disposition involving Elusys Holdings Inc. for $500,000 (closed 2023-12-27).

Action: disposition
Counterparty: Elusys Holdings Inc.
Consideration: $500,000
Closing: 2023-12-27

Exact text from the filing

continue to serve as the Chief Executive Officer and Chief Financial Officer, respectively, of the Buyer. Pursuant to the Agreement, the Buyer was obligated to pay the Company $500,000 on December 11, 2023, which payment was timely completed. The Buyer is further obligated to pay to the Company on an annual basis a royalty fee equal to 3% of gross revenue

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Source: SEC EDGAR

accession 0001079973-23-001821

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