Scorpius Holdings, Inc.: debt financing — NightHawk Biosciences divests Elusys to CEO-controlled buyer; $500k upfront, $2.25M note, royalty

Scorpius Holdings, Inc.

Buyer paid $500k cash and assumed ~$40M in liabilities; receives Elusys equity and 'NightHawk' name.
Convertible note: $2.25M at 1% interest, matures in 1 year; conversion price set at 110% of 7-day VWAP.
NightHawk to receive 3% royalty on ANTHIM (anthrax antitoxin) sales through June 2031, with $5M minimum by 2028.
Post-transaction, NightHawk expects to eliminate $40M in contractual obligations and reduce annual expenses by $13M.
CEO Jeffrey Wolf and CFO William Ostrander retain roles at NightHawk and also serve as officers of Buyer.

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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 aggregate amount of $2,250,000 with Elusys Holdings Inc. at 1% per annum maturing one-year anniversary of its issuance.

Instrument: convertible notes
Principal: aggregate amount of $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

convertible promissory note in the aggregate amount of $2,250,000 (the “Note”), the conversion of which is subject to obtaining stockholder approval of the issuance of shares of the Company’s common stock upon such conversion. The Note will bear interest at a rate of 1% per annum, mature on the one-year anniversary of its issuance

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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 $500,000 (effective 2023-12-11).

Action: entry
Agreement: asset purchase
Counterparty: Elusys Holdings Inc.
Value: $500,000
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023, NightHawk Biosciences, Inc. (the “Company”) entered into an Asset and Equity Interests Purchase Agreement (the “Agreement”) with Elusys Holdings Inc., a Delaware corporation (“Buyer”)

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Source: SEC EDGAR

accession 0001558370-23-019741

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