Scorpius Holdings(SCPX) - 2023 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Financial Statements This section presents NightHawk Biosciences, Inc.'s unaudited consolidated financial statements for the quarter ended June 30, 2023, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining the basis of presentation, significant accounting policies, acquisitions, fair value measurements, and other financial details Consolidated Balance Sheets The consolidated balance sheets show a decrease in total assets and stockholders' equity from December 31, 2022, to June 30, 2023 | Metric | June 30, 2023 (unaudited) | December 31, 2022 | | :-------------------------------- | :-------------------------- | :------------------ | | Assets | | | | Cash and cash equivalents | $5.8 million | $8.4 million | | Short-term investments | $12.7 million | $35.8 million | | Total Current Assets | $22.8 million | $50.1 million | | Total Assets | $80.2 million | $104.4 million | | Liabilities & Equity | | | | Total Current Liabilities | $15.3 million | $18.0 million | | Total Liabilities | $33.1 million | $32.0 million | | Total Stockholders' Equity | $47.1 million | $72.4 million | | Total Liabilities and Stockholders' Equity | $80.2 million | $104.4 million | - Total assets decreased by approximately $24.2 million from December 31, 2022, to June 30, 2023, primarily driven by a reduction in short-term investments and cash and cash equivalents[17] Consolidated Statements of Operations and Comprehensive Loss Revenue significantly increased for both the three and six months ended June 30, 2023, compared to the prior year, primarily driven by process development revenue, but operating expenses also rose substantially, leading to a larger net loss | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $0.7 million | $0.05 million | $1.4 million | $0.3 million | | Cost of revenues | $0.4 million | — | $1.0 million | — | | Research and development | $5.7 million | $4.7 million | $12.7 million | $8.7 million | | Selling, general and administrative | $7.4 million | $4.9 million | $14.2 million | $8.7 million | | Loss from operations | $(14.3) million | $(9.7) million | $(27.4) million | $(17.2) million | | Net loss attributable to NightHawk Biosciences, Inc. | $(13.9) million | $(6.8) million | $(26.7) million | $(15.0) million | | Net loss per share, basic and diluted | $(0.53) | $(0.27) | $(1.03) | $(0.58) | - Revenue significantly increased for both the three and six months ended June 30, 2023, compared to the prior year, primarily driven by process development revenue, however, operating expenses also rose substantially, leading to a larger net loss[18] Consolidated Statements of Stockholders' Equity Total stockholders' equity decreased by approximately $25.4 million from December 31, 2022, to June 30, 2023, primarily due to the net loss incurred during the period | Metric | Balance at December 31, 2022 | Balance at June 30, 2023 | | :------------------------------------ | :--------------------------- | :----------------------- | | Common Stock | $5,126 | $5,210 | | Additional Paid-in Capital (APIC) | $283.0 million | $284.5 million | | Accumulated Deficit | $(209.2) million | $(235.8) million | | Accumulated Other Comprehensive Income | $51,924 | $104,962 | | Non-Controlling Interest | $(1.5) million | $(1.7) million | | Total Stockholders' Equity | $72.4 million | $47.1 million | - Total stockholders' equity decreased by approximately $25.4 million from December 31, 2022, to June 30, 2023, primarily due to the net loss incurred during the period[20] Consolidated Statements of Cash Flows The company experienced a significant increase in cash used in operating activities in the first half of 2023, primarily due to increased net loss and changes in working capital, while investing activities provided substantial cash, largely from the sale of short-term investments | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used In Operating Activities | $(22.0) million | $(1.4) million | | Net Cash Provided By Investing Activities | $22.3 million | $3.8 million | | Net Cash Used In Financing Activities | $(2.9) million | $(0.1) million | | Net (Decrease) Increase in Cash and Cash Equivalents | $(2.6) million | $2.2 million | | Cash and Cash Equivalents – End of the Period | $5.8 million | $10.2 million | - The company experienced a significant increase in cash used in operating activities in the first half of 2023, primarily due to increased net loss and changes in working capital, Investing activities provided substantial cash, largely from the sale of short-term investments[25] Notes to the Consolidated Financial Statements These notes provide detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, significant estimates, business combinations, fair value measurements, and specific financial line items, offering crucial context for the reported figures Note 1. Basis of Presentation and Significant Accounting Policies This note outlines the company's basis for financial statement preparation, including U.S. GAAP conformity, consolidation principles, and the unaudited nature of interim statements, highlighting a 'going concern' uncertainty due to accumulated deficits and expected future losses, necessitating additional funding, and detailing key accounting policies for cash, derivatives, investments, estimates, segments, business combinations, goodwill, intangible assets, contingent consideration, R&D, revenue recognition, and recently adopted standards - The company has an accumulated deficit of approximately $235.8 million as of June 30, 2023, and a net loss of approximately $26.9 million for the six months ended June 30, 2023, raising substantial doubt about its ability to continue as a going concern within one year[30][32] - As of June 30, 2023, the company had approximately $18.6 million in cash and cash equivalents and short-term investments, which is believed to be sufficient to fund operations into Q4 2023[32] - The company adopted ASU 2016-13 (Credit Losses) as of January 1, 2023, with no material impact on its consolidated financial statements[72][73] Note 2. Acquisitions This note details the acquisitions of Pelican Therapeutics and Elusys Therapeutics, where the Pelican acquisition increased NightHawk's controlling interest to 85% but related goodwill and in-process R&D were fully impaired by December 31, 2022, due to the discontinuation of PTX-35, while the Elusys acquisition in April 2022, valued at approximately $42.9 million, expanded NightHawk's biodefense role with ANTHIM® and included significant contingent and deferred consideration liabilities - NightHawk Biosciences, Inc. increased its controlling ownership in Pelican Therapeutics from 80% to 85% in October 2018[74] - Goodwill and in-process R&D from the Pelican acquisition were fully impaired as of December 31, 2022, following the termination of PTX-35 development[75] - The acquisition of Elusys Therapeutics on April 18, 2022, was valued at approximately $42.9 million, comprising cash, deferred cash, and contingent/deferred consideration liabilities[80][83] - The Elusys acquisition added ANTHIM® (FDA-approved anthrax antitoxin) to NightHawk's portfolio, aiming to expand its biodefense role and leverage planned biomanufacturing facilities[79] Note 3. Fair Value of Financial Instruments This note describes the company's fair value measurements, categorizing financial instruments into a three-tier hierarchy (Level I, II, III), where short-term investments are classified as Level I, and contingent consideration and warrant liabilities are classified as Level 3, requiring significant unobservable inputs for valuation, such as stock price volatility and expected payment timing | Description | Total (June 30, 2023) | Level 1 (June 30, 2023) | Level 3 (June 30, 2023) | | :---------------------- | :-------------------- | :---------------------- | :---------------------- | | Short-term investments | $12.7 million | $12.7 million | — | | Contingent consideration | $12.3 million | — | $12.3 million | | Warrant liability | — | — | — | | | | | | | Description | Total (Dec 31, 2022) | Level 1 (Dec 31, 2022) | Level 3 (Dec 31, 2022) | | :---------------------- | :------------------- | :--------------------- | :--------------------- | | Short-term investments | $35.8 million | $35.8 million | — | | Contingent consideration | $12.2 million | — | $12.2 million | | Warrant liability | — | — | — | - The fair value of warrant liability was $0 as of June 30, 2023, and December 31, 2022, with 9,357 warrants outstanding subject to quarterly revaluation[93][94] - The change in fair value of contingent consideration for the six months ended June 30, 2023, was $0.1 million, primarily due to changes in the timing and amount of contract deferred consideration[95] Note 4. Short-Term Investments Short-term investments, consisting of equity securities (mutual funds), are carried at fair value based on quoted market prices, and their value decreased from $35.8 million at December 31, 2022, to $12.7 million at June 30, 2023 | Metric | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | Short-term investments | $12.7 million | $35.8 million | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily include prepaid manufacturing expenses, other prepaid expenses, contract assets, and prepaid insurance, with the total decreasing from $3.6 million at December 31, 2022, to $3.4 million at June 30, 2023 | Category | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------ | :---------------- | | Prepaid manufacturing expense | $2.1 million | $1.8 million | | Other prepaid expenses and current assets | $1.1 million | $1.4 million | | Contract assets | $0.2 million | — | | Prepaid insurance | $0.06 million | $0.2 million | | Prepaid preclinical and clinical expenses | $0.02 million | $0.07 million | | Total | $3.4 million | $3.6 million | Note 6. Property and Equipment Property and equipment, net, decreased from $20.5 million at December 31, 2022, to $19.1 million at June 30, 2023, while depreciation expense significantly increased to $2.2 million for the six months ended June 30, 2023, compared to $0.3 million in the prior year | Category | June 30, 2023 | December 31, 2022 | | :-------------------------- | :------------ | :---------------- | | Lab equipment | $20.3 million | $18.1 million | | Leasehold improvements | $2.8 million | $2.5 million | | Construction-in-process | — | $2.1 million | | Total | $24.3 million | $23.4 million | | Accumulated depreciation | $(5.2) million | $(3.0) million | | Property and equipment, net | $19.1 million | $20.5 million | - Depreciation expense for the six months ended June 30, 2023, was $2.2 million, a substantial increase from $0.3 million for the same period in 2022[101] Note 7. Goodwill and Other Intangible Assets This note details the goodwill and intangible assets from the Pelican and Elusys acquisitions, where Pelican's goodwill and in-process R&D were fully impaired by Q3 2022 due to the termination of PTX-35 development, while Elusys' goodwill ($3.9 million) and intangible asset ($9.7 million for ANTHIM® formulation) were tested for impairment, with no impairment charge recorded as of June 30, 2023, and goodwill increased by $0.6 million due to purchase price allocation finalization - Pelican's in-process R&D of $3.5 million was fully impaired in Q3 2022 due to the termination of PTX-35 development[104] - Elusys' goodwill was $3.9 million and its intangible asset (ANTHIM® formulation) was $9.7 million at acquisition, No impairment charges were recorded for Elusys' goodwill or intangible assets as of June 30, 2023[105] | Metric | Goodwill | Intangible Assets | | :-------------------------- | :--------- | :---------------- | | Balance at December 31, 2022 | $3.3 million | $8.7 million | | Acquisition fair value adjustments | $0.6 million | — | | Amortization | — | $(0.7) million | | Balance at June 30, 2023 | $3.9 million | $7.9 million | Note 8. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities decreased from $4.3 million at December 31, 2022, to $3.5 million at June 30, 2023, with key components including accrued preclinical and clinical trial expenses, amounts due to Elusys shareholders, and an ANTHIM® technology transfer fee | Category | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------ | :---------------- | | Accrued preclinical and clinical trial expenses | $0.8 million | $1.0 million | | Due to Elusys shareholders | $0.6 million | $0.6 million | | ANTHIM® technology transfer fee | $0.5 million | $0.5 million | | Accrued marketing expenses | $0.5 million | — | | Compensation and related benefits | $0.3 million | $0.6 million | | Income tax payable | $0.1 million | $1.1 million | | Total | $3.5 million | $4.3 million | Note 9. Stockholders' Equity This note details changes in stockholders' equity, including common stock warrants, stock options, restricted stock, and restricted stock units, where the number of outstanding warrants decreased due to expirations, stock-based compensation expense was $1.4 million for the six months ended June 30, 2023, and the company granted 360,000 RSUs during the period | Metric | December 31, 2022 | June 30, 2023 | | :-------------------------------- | :---------------- | :-------------- | | Outstanding common stock warrants | 747,383 | 313,358 | | Outstanding stock options | 7,036,874 | 6,858,093 | | Restricted stock at period end | 34,001 | — | | RSUs at period end | — | 310,000 | - Stock-based compensation expense was $1.4 million for the six months ended June 30, 2023, compared to $1.7 million for the same period in 2022[112] - During the six months ended June 30, 2023, 360,000 Restricted Stock Units (RSUs) were granted[123] Note 10. Revenue This note details the company's revenue sources, where no product sales of ANTHIM® occurred in the first half of 2023 or 2022, grant revenue from CPRIT was fully recognized and received by June 30, 2023, license revenue included a $0.1 million milestone payment from Shattuck, and process development revenue significantly increased to $1.3 million for the six months ended June 30, 2023, from the San Antonio CDMO facility - No product sales of ANTHIM® were recognized during the three and six months ended June 30, 2023, or 2022[124] - All $15.2 million of the CPRIT grant funding has been recognized as revenue and received as of June 30, 2023[127] - The company received a $0.1 million milestone payment from Shattuck in March 2023 for the completion of a Phase 1A clinical trial[129] | Revenue Type | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | | :-------------------------- | :------------------------------- | :----------------------------- | | Process development revenue | $0.7 million | $1.3 million | | License revenue | — | $0.1 million | | Grant revenue | — | — | Note 11. Net Loss Per Share This note reconciles net loss to net loss attributable to NightHawk Biosciences, Inc. and presents basic and diluted net loss per share, where all potentially dilutive securities (stock options, restricted stock units, and warrants) were excluded from diluted EPS calculations for both periods due to their anti-dilutive effect | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to NightHawk Biosciences, Inc. | $(13.9) million | $(6.8) million | $(26.7) million | $(15.0) million | | Net loss per share, basic and diluted | $(0.53) | $(0.27) | $(1.03) | $(0.58) | - Potentially dilutive securities, including 6,858,093 outstanding stock options, 310,000 restricted stock units, and 313,358 outstanding common stock warrants, were excluded from diluted EPS calculations for the six months ended June 30, 2023, due to their anti-dilutive effect[136] Note 12. Income Tax The company recorded an income tax benefit of approximately $0.6 million for the six months ended June 30, 2023, resulting from an additional release of its valuation allowance due to the finalization of the Elusys acquisition's purchase price allocation, while a full valuation allowance is maintained against net deferred tax assets in the U.S., Australia, and Germany due to a history of losses - An income tax benefit of approximately $0.6 million was recognized for the six months ended June 30, 2023, due to an additional release of the valuation allowance from the finalization of the Elusys acquisition's purchase accounting[139] - The company estimates an annual effective tax rate of 0% for the year ending December 31, 2023, and maintains a full valuation allowance on net deferred tax assets in certain jurisdictions due to historical losses[137][140] - As of June 30, 2023, the liability for unrecognized tax benefits was $1.5 million, with $1.0 million potentially affecting the effective tax rate if recognized[142] Note 13. Leases The company accounts for operating and finance leases under ASC 842, with facilities in Morrisville, San Antonio, Parsippany, and North Brunswick, including a Morrisville operating lease ($5.6 million ROU asset), a San Antonio finance lease ($15.1 million ROU asset) for Scorpius, and another San Antonio finance lease ($7.8 million ROU asset) for additional space, with total cash paid for operating leases being $0.5 million for the six months ended June 30, 2023 - The company operates under various operating and finance leases for facilities in North Carolina, Texas, and New Jersey[144] - A finance lease for a San Antonio facility for Scorpius commenced in September 2022, resulting in a $15.1 million finance lease right-of-use asset[146] | Lease Type | Weighted Average Remaining Lease Term (June 30, 2023) | Weighted Average Incremental Borrowing Rate (June 30, 2023) | | :-------------------------- | :------------------------------------------ | :---------------------------------------------------- | | Operating leases | 7.0 years | 9.47 % | | Finance leases | 13.6 years | 9.81 % | - Total cash paid for operating leases was $0.5 million for the six months ended June 30, 2023[148] Note 14. Commitments and Contingencies The company has significant non-cancellable future commitments with Lonza, a third-party manufacturer, totaling approximately $53.0 million through 2025 for the production of ANTHIM® substance requirements - The company has remaining total non-cancellable future commitments of approximately $53.0 million through 2025 with Lonza for ANTHIM® substance requirements[151] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, highlighting its shift towards biodefense and biomanufacturing, discussing critical accounting policies, analyzing revenue and expense trends for the three and six months ended June 30, 2023, and addressing liquidity challenges, including the need for additional capital to sustain operations OVERVIEW NightHawk Biosciences is an integrated biopharmaceutical company focused on developing, manufacturing, and commercializing medical countermeasures for biothreats, with its ecosystem including Elusys (biodefense expertise, ANTHIM®), Scorpius (biomanufacturing), and Skunkworx (discovery), and has shifted priorities to biodefense and biomanufacturing, moving away from clinical-stage oncology assets - NightHawk Biosciences is a fully integrated biopharmaceutical company specializing in medical countermeasures for biothreats, leveraging its subsidiaries Elusys, Scorpius, and Skunkworx[153] - The company's monoclonal antibody ANTHIM® (obiltoxaximab) is FDA-approved for inhalational anthrax treatment and prophylaxis, and also approved in the EU, Canada, and the UK[154] - Scorpius's lead biomanufacturing facility in San Antonio, Texas, commenced operations in October 2022, aiming to reduce dependence on third-party CDMOs and offer fee-for-service capacity[155] - Priorities have shifted to biodefense and biomanufacturing, with resources refocused away from clinical-stage oncology assets like HS-110 and PTX-35[156] CRITICAL ACCOUNTING POLICIES AND ESTIMATES This section emphasizes the critical accounting policies that require significant management judgment and estimates, particularly regarding revenue recognition for process development services, where revenue is recognized over time using an input method, and variable consideration is estimated to the extent a significant reversal is improbable - Process development revenue is recognized over time using an input method, tracking progress by measuring inputs relative to total estimated inputs[159] - The company estimates variable consideration in transaction prices, including discounts and credits, only when it is probable that a significant revenue reversal will not occur[162] RESULTS OF OPERATIONS The company experienced significant revenue growth in Q2 and H1 2023, primarily from process development, but also saw substantial increases in operating expenses, particularly R&D and SG&A, leading to increased operating and net losses compared to the prior year periods Comparison of the Three Months Ended June 30, 2023 and 2022 For the three months ended June 30, 2023, revenue increased significantly to $0.7 million from $0.05 million in 2022, driven by process development, while operating expenses rose sharply, with R&D increasing by 21.3% to $5.7 million and SG&A increasing to $7.4 million from $4.9 million, resulting in a higher loss from operations | Metric | Q2 2023 | Q2 2022 | Change | | :------------------------------------ | :-------- | :-------- | :------- | | Revenue | $0.7 million | $0.05 million | +$0.65 million | | Cost of revenues | $0.4 million | — | +$0.4 million | | Research and development expense | $5.7 million | $4.7 million | +$1.0 million (21.3%) | | Selling, general and administrative expense | $7.4 million | $4.9 million | +$2.5 million | | Change in fair value of contingent consideration | $1.1 million | $(0.2) million | +$1.3 million | | Total non-operating loss | $0.2 million | $0.6 million | -$0.4 million | - R&D expense for HS-110 increased by $0.3 million due to site close-out fees, while PTX-35 expense decreased by $0.4 million due to discontinued clinical trials[166] - Unallocated research expenses increased by $0.9 million, primarily due to higher personnel costs, stock-based compensation, contractor expenses, and supplies for discovery projects[166][167] Comparison of the Six Months Ended June 30, 2023 and 2022 For the six months ended June 30, 2023, total revenue increased to $1.4 million, including $0.1 million from licensing and $1.3 million from process development, compared to $0.3 million in the prior year, while R&D expenses rose by 47.0% to $12.7 million, and SG&A expenses increased to $14.2 million from $8.7 million, contributing to a higher overall loss | Metric | H1 2023 | H1 2022 | Change | | :------------------------------------ | :-------- | :-------- | :------- | | Revenue | $1.4 million | $0.3 million | +$1.1 million | | Cost of revenues | $1.0 million | — | +$1.0 million | | Research and development expense | $12.7 million | $8.6 million | +$4.1 million (47.0%) | | Selling, general and administrative expense | $14.2 million | $8.7 million | +$5.5 million | | Change in fair value of contingent consideration | $0.1 million | $(0.02) million | +$0.12 million | | Total non-operating loss | $0.08 million | $1.3 million | -$1.22 million | - Grant revenue decreased to zero in H1 2023 as all $15.2 million of the CPRIT grant funding has been recognized and received[172] - Unallocated research expenses increased by $3.6 million, primarily due to higher personnel costs, stock-based compensation, contractor expenses, and supplies for discovery projects[176] LIQUIDITY AND CAPITAL RESOURCES The company faces significant liquidity challenges, with $18.6 million in cash and short-term investments expected to fund operations only into mid-Q4 2023, has incurred substantial losses and negative cash flows, necessitating additional funding through equity, debt, partnerships, or other strategic alternatives, and also has significant future commitments with Lonza for ANTHIM® manufacturing - As of June 30, 2023, the company had approximately $18.6 million in cash and cash equivalents and short-term investments, sufficient to fund operations into mid-Q4 2023[179] - Management has determined there is substantial doubt about the company's ability to continue as a going concern within one year[179] - Net cash used in operating activities increased significantly to $22.0 million for the six months ended June 30, 2023, compared to $1.4 million in the prior year[185] - The company has remaining non-cancellable future commitments of approximately $53.0 million through 2025 with Lonza for ANTHIM® substance requirements, including $34 million for drug substance and $19 million for raw materials from a March 2023 order[184][190] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, NightHawk Biosciences, Inc. is not required to provide quantitative and qualitative disclosures about market risk - NightHawk Biosciences, Inc. is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[191] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2023, due to material weaknesses in internal control over financial reporting, including ineffective information technology general controls and inadequate design of certain management review controls, particularly concerning income tax accounting errors identified in prior periods - As of June 30, 2023, disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting[193] - Material weaknesses include ineffective information technology general controls (user access, segregation of duties) and inadequate design of management review controls, especially concerning income tax accounting[194][203] - The company is implementing a remediation plan, including enhanced process controls for user access and segregation of duties, expanded documentation, and improved controls over income tax accounting[197] PART II—OTHER INFORMATION Item 1. Legal Proceedings 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 materially adversely affect its business, operating results, financial condition, or cash flows[201] Item 1A. Risk Factors This section updates the risk factors, emphasizing substantial doubt about the company's ability to continue as a going concern due to accumulated deficits and expected losses, highlighting the need for significant additional capital, the dilutive effect of potential equity financings, and the uncertainty of achieving profitability from product sales or manufacturing services - The company's accumulated deficit of $235.8 million as of June 30, 2023, and ongoing net losses raise substantial doubt about its ability to continue as a going concern[205] - With cash and short-term investments projected to fund operations only into mid-Q4 2023, the company is evaluating strategic alternatives and needs to raise significant additional capital[206] - Failure to obtain additional funding could force delays, reductions, or termination of operations, asset sales, or liquidation[206] - Future equity financings will likely dilute existing stockholders, and debt financings may involve restrictive covenants[205][212][215] - The company expects to incur substantial losses for the foreseeable future and may never achieve profitability, depending on regulatory approvals, market acceptance, and manufacturing success[207][208][209][210] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities during the quarter ended June 30, 2023, that were not previously disclosed - No unregistered sales of equity securities occurred during the quarter ended June 30, 2023, that were not previously disclosed[218] Item 3. Defaults Upon Senior Securities This item is not applicable to the company - This item is not applicable[219] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[220] Item 5. Other Information There is no other information to report under this item - No other information is reported under this item[221] Item 6. Exhibits This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, including various amendments to the Certificate of Incorporation, Bylaws, and certifications from executive officers - The Exhibit Index lists various corporate documents, including amendments to the Certificate of Incorporation and Bylaws, and certifications from the Principal Executive Officer and Principal Financial Officer[222][224][225] SIGNATURES The report is duly signed on behalf of NightHawk Biosciences, Inc. by Jeffrey A. Wolf, Chairman and Chief Executive Officer, and William Ostrander, Chief Financial Officer, on August 14, 2023 - The report is signed by Jeffrey A. Wolf, Chairman and Chief Executive Officer, and William Ostrander, Chief Financial Officer, on August 14, 2023[228][229]