{"schema_version":"secwatch.filing_event.v1","accession":"0001079973-23-001821","form_type":"8-K","ticker":null,"cik":"0001476963","company_name":"Scorpius Holdings, Inc.","filed_at":"2023-12-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.189421+00:00","generated_at":"2026-06-07T06:52:10.215381+00:00","sec_items":["2.01","2.03","1.01","3.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"NightHawk Biosciences sells Elusys Therapeutics to entity controlled by CEO Jeffrey Wolf","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-23-001821","json":"https://secwatch.observer/filing/0001079973-23-001821.json","markdown":"https://secwatch.observer/filing/0001079973-23-001821.md","text":"https://secwatch.observer/filing/0001079973-23-001821.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1476963/000107997323001821/0001079973-23-001821-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1476963/000107997323001821/nhwk_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T06:52:10.215381+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a2b352e6694b504879d44f46aeaa8a9744354fa5","claim":"Scorpius Holdings, Inc. completed a disposition involving Elusys Holdings Inc. for $500,000 (closed 2023-12-27).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1476963/000107997323001821/0001079973-23-001821-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Elusys Holdings Inc."},{"label":"Consideration","value":"$500,000"},{"label":"Closing","value":"2023-12-27"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}