---
schema_version: "secwatch.filing_event.v1"
accession: "0001079973-24-000145"
form_type: "8-K"
ticker: null
cik: "0001476963"
company_name: "Scorpius Holdings, Inc."
filed_at: "2024-01-30T23:59:59+00:00"
generated_at: "2026-06-06T14:53:59.416615+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# NightHawk receives $3.25M from IP sale and convertible note; 1% interest, $0.3928 conversion

## Summary
- 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.

## SEC filing metadata
- accession: 0001079973-24-000145
- form_type: 8-K
- cik: 0001476963
- company_name: Scorpius Holdings, Inc.
- filed_at: 2024-01-30T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000145/0001079973-24-000145-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000145/nhwk_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001079973-24-000145
- JSON: https://secwatch.observer/filing/0001079973-24-000145.json
- Plain text: https://secwatch.observer/filing/0001079973-24-000145.txt

## Key facts
- Debt Financings
  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
  source text: Elusys purchased from the Company a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000145/0001079973-24-000145-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000145/0001079973-24-000145-index.htm
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000145/0001079973-24-000145-index.htm

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