Scorpius Holdings, Inc.: debt financing — NightHawk receives $3.25M from IP sale and convertible note; 1% interest, $0.3928 conversion

Scorpius Holdings, Inc.

Sold non-core IP to Kopfkino IP for $1M cash; proceeds strengthen balance sheet.
Issued $2.25M convertible note to Elusys at 1% annual interest, matures in one year.
Note converts into NHWK common at $0.39281/share (8% premium to Jan 29 close), subject to stockholder approval.
CEO states funds will accelerate growth of Scorpius BioManufacturing CDMO subsidiary.
Note was part of previously announced divestiture of non-core assets from Elusys deal.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Scorpius Holdings, Inc. incurred convertible notes of $2,250,000 with Elusys Holdings Inc. at 1% per annum maturing one-year anniversary of its issuance.

Instrument: convertible notes
Principal: $2,250,000
Counterparty: Elusys Holdings Inc.
Rate: 1% per annum
Maturity: one-year anniversary of its issuance
Event: incurrence

Exact text from the filing

Elusys purchased from the Company a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Scorpius Holdings, Inc. entered into Patent Rights Sale and Assignment Agreement with Kopfkino IP, LLC valued at $1,000,000 (effective 2024-01-29).

Action: entry
Agreement: asset purchase
Counterparty: Kopfkino IP, LLC
Value: $1,000,000
Effective: 2024-01-29

Exact text from the filing

On January 29, 2024, NightHawk Biosciences, Inc., a Delaware corporation (the “Company”), entered into a Patent Rights Sale and Assignment Agreement with Kopfkino IP, LLC (“Patent Agreement”). Pursuant to the Patent Agreement, in exchange for $1,000,000, the Company has assigned its right, title and interest in and under the exclusive license agreement it entered into with Shattuck Labs, Inc.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Scorpius Holdings, Inc. entered into Asset and Equity Interests Purchase Agreement with Elusys Holdings Inc. valued at $2,250,000 (effective 2023-12-11).

Action: entry
Agreement: equity purchase
Counterparty: Elusys Holdings Inc.
Value: $2,250,000
Effective: 2023-12-11

Exact text from the filing

On January 26, 2024 in accordance with the terms of that certain Asset and Equity Interests Purchase Agreement, dated December 11, 2023 (the “Agreement”), with Elusys Holdings Inc. (“Elusys”), Elusys purchased from the Company a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”)

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283 debt financings filed in the last 30 days. Browse all debt financings →

Source: SEC EDGAR

accession 0001079973-24-000145

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