Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on advancing biologic and cell therapy programs [2] - The company provides a wide range of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies at its facilities in San Antonio, Texas [2] Reverse Stock Split Announcement - At the Annual Meeting held on July 15, 2024, stockholders approved a reverse stock split of the company's Common Stock at a ratio of 1-for-200 [1] - The reverse stock split aims to increase the selling price of the Common Stock to regain compliance with NYSE American requirements [6] - The reverse stock split will take legal effect at 11:01 P.M. Eastern Time on July 17, 2024, with trading on a post-split basis commencing on July 18, 2024 [3][6] Compliance and Future Outlook - The company is seeking to regain compliance with NYSE American requirements through the reverse stock split, although there is no assurance that this will be successful [6] - The ownership percentage of each stockholder will remain unchanged, except for fractional shares [1]

Core Points - Scorpius Holdings, Inc. approved a 1-for-200 reverse stock split to increase the selling price of its common stock and regain compliance with NYSE American requirements [2][3] - The reverse stock split will take legal effect at 11:01 P.M. Eastern Time on July 17, 2024, with trading on a post-split basis commencing on July 18, 2024 [7] - The ownership percentage of each stockholder will remain unchanged, except for fractional shares [2] Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on advancing biologic and cell therapy programs [8] - The company provides a wide range of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies at its facilities in San Antonio, Texas [8] - Scorpius emphasizes transparent collaboration and high-quality biologics biomanufacturing [8]

Financial Results - Scorpius Holdings, Inc. reported financial results for the quarter ended March 31, 2024, with a press release issued on May 29, 2024[4]. - The company has not disclosed specific financial metrics or performance indicators in the provided documents[5]. - The press release attached as Exhibit 99.1 contains detailed financial information, which is not included in the current report[5]. Stockholder Information - The 2024 Annual Meeting of Stockholders is scheduled for August 2, 2024, with a record date of June 13, 2024[7]. - Stockholder proposals for the 2024 Annual Meeting must be received by June 8, 2024, to be considered for inclusion in the proxy materials[8]. - Timely notice for director nominations or other proposals must also be delivered by June 8, 2024[9]. Company Classification and Compliance - The company is not classified as an emerging growth company under the Securities Act[3]. - The filing does not include any new or revised financial accounting standards compliance[3]. Product and Market Insights - The report does not provide any insights into new products, technologies, or market expansion strategies[5]. Company Listing - The company is listed on NYSE American LLC under the trading symbol SCPX[2].

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements and management's discussion and analysis for Scorpius Holdings, Inc [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements and accompanying notes for Scorpius Holdings, Inc. for the three months ended March 31, 2024 and 2023 [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheet Highlights (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $1,554,844 | $184,925 | | Short-term investments | $129,238 | $2,206,555 | | Total Current Assets | $4,832,700 | $4,760,859 | | Total Assets | $50,502,108 | $51,037,627 | | Total Current Liabilities | $12,824,599 | $10,100,138 | | Total Liabilities | $25,244,629 | $22,743,292 | | Total Stockholders' Equity | $25,257,479 | $28,294,335 | [Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the company's financial performance, including revenue, expenses, and net loss over a period Consolidated Statements of Operations and Comprehensive Loss (Three Months Ended March 31) | Metric | 2024 | 2023 | Change (YoY) | | :---------------------------------------------- | :------------- | :--------------- | :----------- | | Revenue | $3,513,948 | $765,900 | +358.8% | | Cost of revenues | $938,212 | $611,740 | +53.4% | | Research and development | $3,888,345 | $6,290,755 | -38.2% | | Selling, general and administrative | $5,009,231 | $6,473,694 | -22.6% | | Operating loss | $(5,321,840) | $(12,610,289) | +57.8% | | Net loss attributable to Scorpius Holdings, Inc.| $(4,417,549) | $(12,784,647) | +65.4% | | Net loss per share, basic and diluted | $(0.16) | $(0.49) | +67.3% | [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in the company's equity from various transactions and net income or loss - Total Stockholders' Equity decreased from **$28.3 million** at December 31, 2023, to **$25.3 million** at March 31, 2024, primarily due to a net loss of **$4.4 million**, partially offset by proceeds from a public offering and stock-based compensation[20](index=20&type=chunk) Key Changes in Stockholders' Equity (Three Months Ended March 31, 2024) | Item | Amount | | :------------------------------------ | :----------- | | Balance at December 31, 2023 | $28,294,335 | | Issuance of common stock from public offering | $1,235,000 | | Stock-based compensation | $283,877 | | Net loss | $(4,417,549) | | Balance at March 31, 2024 | $25,257,479 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the company across operating, investing, and financing activities Consolidated Statements of Cash Flows (Three Months Ended March 31) | Activity | 2024 | 2023 | Change (YoY) | | :------------------------------------- | :------------- | :--------------- | :----------- | | Net Cash Used In Operating Activities | $(4,683,878) | $(13,794,831) | +66.0% | | Net Cash Provided by Investing Activities | $2,780,995 | $13,486,295 | -79.4% | | Net Cash Provided by (Used In) Financing Activities | $3,274,831 | $(298,523) | +1197.7% | | Net Increase (Decrease) in Cash and Cash Equivalents | $1,369,919 | $(607,765) | +325.4% | | Cash and Cash Equivalents – End of the Period | $1,554,844 | $7,826,789 | -80.2% | [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements [1. Basis of Presentation and Significant Accounting Policies](index=8&type=section&id=1.%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) This note outlines the foundational principles and key accounting methods used in preparing the financial statements - NightHawk Biosciences, Inc. changed its name to Scorpius Holdings, Inc. effective February 6, 2024[25](index=25&type=chunk) - The Company has an accumulated deficit of approximately **$258.8 million** as of March 31, 2024, and a net loss of **$4.7 million** for the three months ended March 31, 2024, leading management to conclude there is substantial doubt about its ability to continue as a going concern within one year[30](index=30&type=chunk) - The Company's main focus is ramping up operations in its in-house bioanalytic, process development, and manufacturing facility in San Antonio, TX[30](index=30&type=chunk) - Revenue recognition follows ASC 606, recognizing revenue when a customer obtains control of promised goods or services, with process development revenue recognized over time using an input method[44](index=44&type=chunk)[45](index=45&type=chunk)[53](index=53&type=chunk) [2. Discontinued Operations](index=18&type=section&id=2.%20Discontinued%20Operations) This note details the financial impact and strategic rationale behind the divestiture of Elusys Therapeutics - On December 27, 2023, the Company completed the sale of Elusys Therapeutics, Inc. to Elusys Holdings for approximately **$2.5 million**, resulting in a gain of approximately **$1.5 million**[72](index=72&type=chunk)[82](index=82&type=chunk) - The Elusys Therapeutics business is reported as a discontinued operation for all periods presented, reflecting a strategic shift[75](index=75&type=chunk) Net Loss from Discontinued Operations (Three Months Ended March 31, 2023) | Metric | 2023 | | :-------------------------------------- | :----------- | | Research and development | $705,093 | | Selling, general and administrative | $346,857 | | Amortization of intangible assets | $363,750 | | Change in fair value of contingent consideration | $(990,500) | | Net loss from discontinued operations | $(422,136) | [3. Acquisitions](index=20&type=section&id=3.%20Acquisitions) This note provides information on the company's past acquisition activities and their subsequent strategic adjustments - The Company increased its controlling ownership in Pelican Therapeutics from **80% to 85%** in October 2018[76](index=76&type=chunk) - The acquisition of Elusys Therapeutics in April 2022 aimed to expand the biodefense space, but the Company was unable to manufacture Elusys's therapies internally, leading to its divestiture in December 2023[78](index=78&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [4. Fair Value of Financial Instruments](index=22&type=section&id=4.%20Fair%20Value%20of%20Financial%20Instruments) This note describes the valuation methods and classifications for the company's financial assets and liabilities - The Company uses a three-tier fair value hierarchy (Level I, II, III) for financial instruments, with cash equivalents and short-term investments classified as Level I, and contingent earn-out receivable and convertible promissory note as Level 3[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk) Fair Value of Level 3 Financial Instruments (March 31, 2024) | Description | Total | | :-------------------------------------- | :----------- | | Contingent earn-out receivable, related party | $2,720,000 | | Convertible promissory note, related party | $2,081,750 | - The change in fair value of the contingent earn-out receivable increased by **$1.0 million** due to a new contract received by Elusys Therapeutics, while the convertible promissory note's fair value increased by **$0.1 million** due to market interest rate changes[88](index=88&type=chunk) [5. Short-Term Investments](index=24&type=section&id=5.%20Short-Term%20Investments) This note details the composition and valuation of the company's short-term investment portfolio Short-Term Investments (Fair Value) | Date | Fair Value | | :------------- | :----------- | | March 31, 2024 | $0.1 million | | Dec 31, 2023 | $2.2 million | - Short-term investments consist of equity securities (mutual funds) held at fair value, with unrealized gains and losses reported in other expense[91](index=91&type=chunk) [6. Prepaid Expenses and Other Current Assets](index=25&type=section&id=6.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note itemizes the various prepaid expenses and other current assets held by the company Prepaid Expenses and Other Current Assets | Item | March 31, 2024 | December 31, 2023 | | :------------------------------------ | :------------- | :---------------- | | Prepaid manufacturing expense | $111,205 | $102,761 | | Contract assets | $100,497 | $120,184 | | Other prepaid expenses and current assets | $790,263 | $476,233 | | Prepaid insurance | $147,145 | $96,588 | | Prepaid preclinical and clinical expenses | $18,461 | $21,263 | | **Total** | **$1,167,571** | **$817,029** | [7. Property and Equipment](index=25&type=section&id=7.%20Property%20and%20Equipment) This note provides details on the company's tangible assets, including lab equipment and construction-in-process Property and Equipment, Net | Item | March 31, 2024 | December 31, 2023 | | :------------------------ | :------------- | :---------------- | | Lab equipment | $21,276,431 | $21,203,534 | | Construction-in-process | $429,418 | $9,414 | | Total | $25,661,231 | $25,168,330 | | Accumulated depreciation | $(8,809,059) | $(7,580,993) | | **Property and equipment, net** | **$16,852,172**| **$17,587,337** | - Depreciation expense was **$1.2 million** for the three months ended March 31, 2024, up from **$1.1 million** in the prior year period[94](index=94&type=chunk) [8. Accrued Expenses and Other Liabilities](index=25&type=section&id=8.%20Accrued%20Expenses%20and%20Other%20Liabilities) This note outlines the company's various accrued expenses and other short-term financial obligations Accrued Expenses and Other Liabilities | Item | March 31, 2024 | December 31, 2023 | | :-------------------------------------------- | :------------- | :---------------- | | Accrued marketing expenses | $999,997 | $1,013,497 | | Compensation and related benefits | $492,297 | $332,641 | | Advance payments received from customers for manufacturing materials | $1,839,149 | — | | **Total** | **$3,999,372** | **$2,201,861** | [9. Convertible Promissory Note, Related Party](index=26&type=section&id=9.%20Convertible%20Promissory%20Note,%20Related%20Party) This note details the terms and fair value of a convertible promissory note issued to a related party - On January 26, 2024, Elusys Holdings purchased a convertible promissory note from the Company for **$2,250,000**; the note bears **1%** interest and is convertible into common stock at **$0.39109** per share, subject to stockholder approval[96](index=96&type=chunk) - The fair value of the convertible promissory note, related party, was **$2,081,750** as of March 31, 2024[87](index=87&type=chunk) [10. Stockholders' Equity](index=26&type=section&id=10.%20Stockholders'%20Equity) This note provides a comprehensive overview of changes in the company's equity, including stock offerings and compensation - On March 9, 2024, the Company completed a public offering, issuing **10,000,000** shares of Common Stock at **$0.15** per share, generating net proceeds of **$1,235,000**[97](index=97&type=chunk) Stock-Based Compensation Expense (Three Months Ended March 31) | Year | Amount | | :--- | :----------- | | 2024 | $0.3 million | | 2023 | $0.8 million | - As of March 31, 2024, **6,210,617** stock options were outstanding and expected to vest, with unrecognized compensation expense of **$1.7 million**[104](index=104&type=chunk)[105](index=105&type=chunk) - All Restricted Stock Units (RSUs) at December 31, 2023 (**250,000** shares) were either vested or cancelled by March 31, 2024[109](index=109&type=chunk) [11. Revenue](index=28&type=section&id=11.%20Revenue) This note details the sources and recognition methods for the company's revenue streams Revenue Recognition (Three Months Ended March 31) | Revenue Type | 2024 | 2023 | | :----------------------- | :------------- | :----------- | | Grant revenue | $8,000 | $0 | | Process development revenue | $3.5 million | $0.7 million | - The increase in process development revenue is attributed to expanded biomanufacturing operations and service offerings of the CDMO[111](index=111&type=chunk) Contract Liabilities (Deferred Revenue) | Date | Balance | | :------------- | :----------- | | Dec 31, 2023 | $(2,389,441) | | March 31, 2024 | $(591,259) | [12. Net Loss Per Share](index=30&type=section&id=12.%20Net%20Loss%20Per%20Share) This note explains the calculation of basic and diluted net loss per share for the reporting periods Net Loss Per Share Attributable to Scorpius Holdings, Inc. (Three Months Ended March 31) | Metric | 2024 | 2023 | | :---------------------------------------------- | :------ | :------ | | Net loss attributable to Scorpius Holdings, Inc. | $(4,417,549) | $(12,784,647) | | Weighted-average common shares outstanding | 28,180,887 | 25,971,143 | | Net loss per common share, basic and diluted | $(0.16) | $(0.49) | - All common stock options, unvested restricted stock units, and warrants were anti-dilutive and excluded from diluted EPS calculation for both periods[116](index=116&type=chunk) [13. Income Tax](index=30&type=section&id=13.%20Income%20Tax) This note discusses the company's income tax position, including effective tax rates and valuation allowances - The Company's effective tax rate for the three months ended March 31, 2024, and 2023 was **0%**[118](index=118&type=chunk) - A full valuation allowance has been recorded against net deferred tax assets in the U.S., Australian, and German operations due to a history of losses and insufficient evidence of future utilization[121](index=121&type=chunk) [14. Leases](index=32&type=section&id=14.%20Leases) This note provides details on the company's operating and finance lease arrangements and associated costs - The Company operates from leased facilities in Morrisville, NC (expiring 2030), San Antonio, TX (expiring 2038), and North Brunswick, NJ (expiring July 2024)[123](index=123&type=chunk) - The San Antonio facility lease (commenced Sept 2022) is a finance lease, with **$10.2 million** capitalized as a finance lease right-of-use asset from reimbursements to Merchants Ice II, LLC[125](index=125&type=chunk) Lease Costs (Three Months Ended March 31) | Lease Cost Type | 2024 | 2023 | | :---------------------- | :--------- | :--------- | | Operating lease cost | $332,675 | $334,541 | | Finance lease cost | $824,280 | $484,514 | | Total lease cost | $1,156,955 | $819,055 | Weighted Average Lease Terms and Borrowing Rates (March 31, 2024) | Lease Type | Remaining Lease Term | Incremental Borrowing Rate | | :-------------- | :------------------- | :------------------------- | | Operating leases| 6.2 years | 9.67% | | Finance leases | 11.2 years | 10.11% | [15. Commitments and Contingencies](index=36&type=section&id=15.%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, potential liabilities, and related party agreements - The Company is subject to earn-out payments related to the Elusys Therapeutics acquisition, equal to **10%** of gross payments from ANTHIM® sales for **12 years**[133](index=133&type=chunk) - Elusys has non-cancellable future commitments of approximately **$51.4 million** through 2025 with Lonza for ANTHIM® bulk drug product, which were transferred to Elusys Holdings[133](index=133&type=chunk) - A convertible promissory note of **$2,250,000** issued to Elusys Holdings in January 2024 was amended in May 2024, extending maturity to September 1, 2025, and potentially adjusting the conversion price to **$0.11** per share based on a recent public offering, subject to approvals[133](index=133&type=chunk) [16. Subsequent Events](index=36&type=section&id=16.%20Subsequent%20Events) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - On May 16, 2024, the Company completed a public offering, raising approximately **$6.0 million** in gross proceeds from the sale of units and pre-funded units, each including common stock and warrants[134](index=134&type=chunk) - Net proceeds from the offering will be used for working capital, general corporate purposes, and repayment of a **$0.75 million** non-convertible promissory note issued to Elusys Holdings Inc. on May 1, 2024[134](index=134&type=chunk)[135](index=135&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and future outlook, emphasizing its CDMO transition and liquidity challenges [OVERVIEW](index=38&type=section&id=OVERVIEW) This section introduces the company's business model, strategic focus, and operational highlights - Scorpius Holdings, Inc. operates as a Contract Development and Manufacturing Organization (CDMO), providing process development and biomanufacturing services through its subsidiary, Scorpius Biomanufacturing, Inc[138](index=138&type=chunk) - The Company's strategy focuses on using American-made equipment and domestic sourcing to be competitive for U.S. government contracts and expand within the CDMO market[138](index=138&type=chunk) - Operations at the San Antonio facility commenced in September 2022, with an emphasis on enhancing in-house bioanalytic, process development, and manufacturing capabilities[139](index=139&type=chunk) [Recent Developments](index=38&type=section&id=Recent%20Developments) This section highlights key corporate events and financial transactions occurring recently - On May 16, 2024, the Company completed a public offering, raising approximately **$6.0 million** in gross proceeds, intended for working capital, general corporate purposes, and repayment of a **$0.75 million** promissory note[141](index=141&type=chunk)[142](index=142&type=chunk) - On May 1, 2024, the Company issued a **$0.75 million** non-convertible promissory note and amended a prior **$2.25 million** convertible promissory note with Elusys Holdings, extending its maturity to September 1, 2025, and potentially adjusting the conversion price[144](index=144&type=chunk) - On March 9, 2024, the Company closed a public offering of **10,000,000** common shares at **$0.15** per share, yielding net proceeds of **$1,235,000**[145](index=145&type=chunk) - On January 29, 2024, the Company assigned its exclusive license agreement with Shattuck Labs, Inc. for **$1.0 million**, related to fusion proteins for cancer treatment[146](index=146&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=40&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section discusses the significant judgments and assumptions used in preparing the financial statements - Critical accounting policies involve judgments and estimates, particularly for revenue and deferred revenue recognition under ASC 606, where process development revenue is recognized over time using an input method[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - Estimates for transaction price and variable consideration are based on the most likely method, ensuring a significant reversal of cumulative revenue is improbable[152](index=152&type=chunk)[153](index=153&type=chunk) [RESULTS OF OPERATIONS](index=42&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, comparing key metrics for the current and prior periods Comparison of Key Financials (Three Months Ended March 31) | Metric | 2024 | 2023 | Change (YoY) | | :---------------------------------------------- | :------------- | :--------------- | :----------- | | Revenue | $3.5 million | $0.7 million | +358.8% | | Cost of revenues | $0.9 million | $0.6 million | +50.0% | | Research and development expense | $3.9 million | $6.3 million | -38.1% | | Selling, general and administrative expense | $5.0 million | $6.5 million | -23.1% | | Change in fair value of contingent earn-out receivable, related party | $1.0 million | $0 | N/A | | Total non-operating income | $0.7 million | $0.1 million | +600.0% | - The increase in revenue is due to expanded biomanufacturing operations and service offerings of the CDMO[155](index=155&type=chunk) - R&D expense decreased primarily due to the elimination of PTX-35 clinical trials and reduced unallocated research expenses (personnel, depreciation, software)[158](index=158&type=chunk) - SG&A expense decreased by **$1.5 million**, mainly from reductions in marketing, consultant labor, and stock-based compensation[159](index=159&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=44&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's ability to meet its short-term obligations and fund future operations - As of March 31, 2024, the Company had **$1.7 million** in cash and short-term investments, which increased to approximately **$5.6 million** by May 17, 2024, after a public offering[162](index=162&type=chunk)[167](index=167&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern within one year, as it does not anticipate generating sufficient revenue to sustain operations beyond December 2024[162](index=162&type=chunk)[167](index=167&type=chunk) - The Company has an accumulated deficit of **$258.8 million** as of March 31, 2024, and incurred net losses of **$4.7 million** and **$12.9 million** for the three months ended March 31, 2024 and 2023, respectively[163](index=163&type=chunk) [Cash Flows](index=46&type=section&id=Cash%20Flows) This section analyzes the company's cash movements from operating, investing, and financing activities Cash Flow Summary (Three Months Ended March 31) | Activity | 2024 | 2023 | Change (YoY) | | :------------------------------------- | :------------- | :--------------- | :----------- | | Net Cash Used In Operating Activities | $(4.7) million | $(13.8) million | +$9.1 million| | Net Cash Provided by Investing Activities | $2.8 million | $13.5 million | -$10.7 million| | Net Cash Provided by (Used In) Financing Activities | $3.3 million | $(0.3) million | +$3.6 million| - The decrease in cash used in operating activities was primarily due to a decrease in net loss and changes in working capital components[168](index=168&type=chunk) - The decrease in cash provided by investing activities was mainly due to decreased sales of short-term investments, partially offset by reduced property and equipment purchases and the sale of an intellectual property license[169](index=169&type=chunk) - The increase in cash provided by financing activities resulted from proceeds from a public offering and the issuance of a convertible promissory note[170](index=170&type=chunk)[171](index=171&type=chunk) [Current and Future Financing Needs](index=48&type=section&id=Current%20and%20Future%20Financing%20Needs) This section discusses the company's anticipated funding requirements and potential capital-raising strategies - The Company expects to incur significant commercialization expenses for its CDMO business and will require substantial additional funding for manufacturing facility operations[172](index=172&type=chunk) - Potential financing sources include strategic partners, equity or debt financings, mergers, asset sales, or other strategic transactions[166](index=166&type=chunk) - The Company's ability to raise capital through Form S-3 is limited until June 2025 due to late filings, and failure to secure additional funds could lead to delays, reductions, or termination of operations, or even liquidation[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Scorpius Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide disclosures about market risk[173](index=173&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting, with remediation efforts underway [Evaluation of Disclosure Controls and Procedures](index=48&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section presents management's assessment of the effectiveness of the company's disclosure controls and procedures - As of March 31, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[175](index=175&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=48&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section identifies specific deficiencies in the company's internal controls that could impact financial reporting accuracy - Identified material weaknesses include ineffective information technology general controls (user access, segregation of duties), errors in deferred tax asset valuation allowance related to the Elusys Therapeutics acquisition, and ineffective design of management review controls across financial statement areas, especially for process development revenue recognition[177](index=177&type=chunk)[178](index=178&type=chunk) [Remediation of Material Weaknesses](index=50&type=section&id=Remediation%20of%20Material%20Weaknesses) This section outlines the actions being taken by the company to address and correct identified control deficiencies - Remediation efforts include enhancing process controls for user access and segregation of duties, expanding documentation for system controls, improving the design of controls for income tax and revenue accounting, and utilizing external subject matter experts for complex transactions[179](index=179&type=chunk) [Changes in Internal Control over Financial Reporting](index=50&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports any significant changes in the company's internal control system during the reporting period - During the quarter ended March 31, 2024, there were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than the planned remediation activities[182](index=182&type=chunk) [PART II—OTHER INFORMATION](index=50&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other miscellaneous disclosures [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any legal proceedings that would have a material adverse effect on its business, operating results, financial condition, or cash flows - The Company is not currently involved in any legal proceedings that would individually or collectively have a material adverse effect on its business[184](index=184&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) Investing in the company's securities involves significant risks, including going concern issues, capital needs, and control weaknesses - The Company has not generated significant revenue and does not anticipate doing so in the near future, having incurred a net loss of approximately **$4.7 million** for the three months ended March 31, 2024[186](index=186&type=chunk) - Current cash is projected to fund operations only through late December 2024, necessitating additional capital raises, which may be limited by the inability to use Form S-3 until June 2025 due to late filings[190](index=190&type=chunk) - Substantial doubt exists about the Company's ability to continue as a going concern due to accumulated deficits and expected future losses, with auditors including an explanatory paragraph in their report[191](index=191&type=chunk)[193](index=193&type=chunk) - Material weaknesses in internal control over financial reporting and ineffective disclosure controls and procedures persist as of March 31, 2024, which previously led to restatements of financial results[194](index=194&type=chunk)[196](index=196&type=chunk) - The Company received a notice of noncompliance from NYSE Regulation for failing to timely file its Quarterly Report on Form 10-Q, posing a risk of de-listing if continued listing standards are not met[200](index=200&type=chunk)[201](index=201&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the quarter ended March 31, 2024, that had not been previously disclosed - No unregistered sales of equity securities occurred during the quarter ended March 31, 2024, that were not previously disclosed[202](index=202&type=chunk) [Item 3. Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company for the reporting period - This item is not applicable[203](index=203&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company for the reporting period - This item is not applicable[204](index=204&type=chunk) [Item 5. Other Information](index=56&type=section&id=Item%205.%20Other%20Information) No director or officer of the Company adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024[206](index=206&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, detailing corporate and financial documents - The Exhibit Index details various corporate documents, including amendments to the Certificate of Incorporation, Bylaws, Convertible Promissory Notes, and certifications[208](index=208&type=chunk)[209](index=209&type=chunk)[211](index=211&type=chunk) [SIGNATURES](index=61&type=section&id=SIGNATURES) This section contains the official attestations by the company's principal executive and financial officers - The report is signed by Jeffrey A. Wolf, Chairman and Chief Executive Officer, and William Ostrander, Chief Financial Officer, on May 28, 2024[215](index=215&type=chunk)[216](index=216&type=chunk)

Registration Number 333-279092 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) As filed with the Securities and Exchange Commission on May 13, 2024. Delaware 2834 26-2844103 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

As filed with the Securities and Exchange Commission on May 13, 2024. Registration Number 333-279092 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 2834 26-2844103 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

As filed with the Securities and Exchange Commission on May 3, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 26-2844103 (I.R.S. Employer Identification No.) 627 Davis Drive, Sui ...

As filed with the Securities and Exchange Commission on May 3, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Primary Standard Industrial Classification Code Number) Delaware 2834 26-2844103 (I.R.S. Employer Identification No.) 627 Davis Drive, Suite 300 Morrisville, North Carolina 27560 (919) 240-7133 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 627 Davis Drive, Suite 300 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ____________ to ____________ Commission ...

[Form 8-K Filing Information](index=1&type=section&id=Form%208-K%20Filing%20Information) This section details the registrant's identification, incorporation, SEC file number, and contact information, including its former name [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the core identification details for Scorpius Holdings, Inc., including its incorporation state, SEC file number, and primary contact information, noting its former name - Registrant: **Scorpius Holdings, Inc.** (formerly NightHawk Biosciences, Inc.)[2](index=2&type=chunk)[3](index=3&type=chunk) - Jurisdiction of Incorporation: **Delaware**[2](index=2&type=chunk) - Commission File Number: **001-35994**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) Details the classes of securities registered under Section 12(b) of the Act and confirms the registrant's status regarding emerging growth company provisions | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------------- | :---------------- | :---------------------------------------- | | Common Stock, $0.0002 par value per share | SCPX | NYSE American LLC | | Common Stock Purchase Rights | | NYSE American LLC | - The registrant is **not an emerging growth company**[4](index=4&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) This section reports preliminary unaudited revenue results for Q4 2023 and includes disclaimers regarding their provisional nature [Preliminary Unaudited Revenue Results](index=2&type=section&id=Preliminary%20Unaudited%20Revenue%20Results) Scorpius Holdings, Inc. announced preliminary unaudited revenue results for the three months ended December 31, 2023, via a press release furnished as Exhibit 99.1 - On March 7, 2024, Scorpius Holdings, Inc. issued a press release announcing preliminary unaudited revenue results for the three months ended December 31, 2023[5](index=5&type=chunk) - These results are based upon **management estimates**[5](index=5&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1**[5](index=5&type=chunk) [Disclaimer on Preliminary Information](index=2&type=section&id=Disclaimer%20on%20Preliminary%20Information) The company emphasizes that the reported revenue and operating loss results are preliminary, unaudited, and subject to change, advising against undue reliance due to potential material adjustments and lack of independent audit or review - The estimated revenue and operating loss results for 2023 are **preliminary and unaudited**, subject to completion of the Company's financial closing procedures[6](index=6&type=chunk) - The Company's independent registered public accounting firm has **not conducted an audit or review** of these preliminary results[6](index=6&type=chunk) - Adjustments to the preliminary estimates may be required and could be **material**, therefore undue reliance should not be placed on these estimates[6](index=6&type=chunk) [Item 7.01. Regulation FD Disclosure](index=2&type=section&id=Item%207.01.%20Regulation%20FD%20Disclosure) This section outlines upcoming investor presentations and includes important disclaimers regarding forward-looking statements and legal filing status [Investor Presentations](index=2&type=section&id=Investor%20Presentations) Scorpius Holdings, Inc. plans to conduct investor presentations over the coming weeks, utilizing an investor presentation furnished as Exhibit 99.2 - The Company will be making several presentations to investors over the **next several weeks**[8](index=8&type=chunk) - The Company intends to discuss the investor presentation furnished as **Exhibit 99.2**[8](index=8&type=chunk) [Forward-Looking Statements Disclaimer](index=2&type=section&id=Forward-Looking%20Statements%20Disclaimer) The company clarifies that the information related to investor presentations is not considered 'filed' for certain legal purposes and includes 'safe harbor' language for forward-looking statements - The information in Item 7.01 and Exhibit 99.2 is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934, nor subject to liabilities of Section 11 and 12(a)(2) of the Securities Act of 1933[9](index=9&type=chunk) - The investor presentation includes **'safe harbor' language** pursuant to the Private Securities Litigation Reform Act of 1995 for forward-looking statements[10](index=10&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of all documents filed as exhibits to the Form 8-K, including press releases and investor presentations [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the documents filed as exhibits to the Form 8-K, including a press release, an investor presentation, and the interactive data file | Exhibit Number | Description | | :------------- | :-------------------------------- | | 99.1 | Press release dated March 7, 2024 | | 99.2 | Investor Presentation dated March 7, 2024 | | 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the report by the authorized corporate officer of Scorpius Holdings, Inc [Signature Details](index=3&type=section&id=Signature%20Details) The report was duly signed on behalf of Scorpius Holdings, Inc. by its Chairman, President, and Chief Executive Officer - The report was signed on **March 7, 2024**[15](index=15&type=chunk) - Signed by **Jeffrey Wolf**, Chairman, President and Chief Executive Officer of Scorpius Holdings, Inc.[15](index=15&type=chunk)