---
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"
generated_at: "2026-06-07T06:52:10.215381+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# NightHawk Biosciences sells Elusys Therapeutics to entity controlled by CEO Jeffrey Wolf

## Summary
- 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.

## SEC filing metadata
- accession: 0001079973-23-001821
- form_type: 8-K
- cik: 0001476963
- company_name: Scorpius Holdings, Inc.
- filed_at: 2023-12-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 2.01, 2.03, 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001079973-23-001821
- JSON: https://secwatch.observer/filing/0001079973-23-001821.json
- Plain text: https://secwatch.observer/filing/0001079973-23-001821.txt

## Key facts
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997323001821/0001079973-23-001821-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.