false
0001476963
0001476963
2024-04-17
2024-04-17
0001476963
us-gaap:CommonStockMember
2024-04-17
2024-04-17
0001476963
SCPX:CommonStockPurchaseRightsMember
2024-04-17
2024-04-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
April 17, 2024
Scorpius Holdings, Inc.
(Exact name of registrant as specified in
charter)
Delaware
(State or other jurisdiction of incorporation)
001-35994 |
26-2844103 |
(Commission File Number) |
(IRS Employer Identification No.) |
627
Davis Drive, Suite
400
Morrisville, North Carolina 27560
(Address of principal executive offices and
zip code)
(919) 240-7133
(Registrant’s telephone number including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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 |
None |
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ |
|
If an emerging growth company, indicate by
checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 17, 2024,
Scorpius Holdings, Inc. (the “Company”) received a notice (the “Notice”) from the NYSE Regulation (the "Notice")
stating that the Company is not in compliance with the continued listing standards of the NYSE American LLC (the "Exchange")
under the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the "Company Guide") because the
Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Delinquent Report"),
which was due to be filed with the Securities and Exchange Commission (the "SEC") no later than April 16, 2024 (the "Filing
Delinquency").
As
previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on April 1, 2024, the
Company was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 within the prescribed period because
of delays experienced by the Company in preparing its consolidated financial statements. The delays relate to recent finance staff
turnover of those directly involved in preparing the Delinquent Report, and the need for additional time to complete the calculation of
revenue recognition for certain contracts for the year ended December 31, 2023.
The
Company is now subject to the procedures and requirements set forth in Section 1007 of the Company Guide.
During the six month period from the date of the Filing
Delinquency (the “Initial Cure Period”), the Exchange will monitor the Company and the status of the Delinquent Report and
any subsequent delayed filings, including through contact with the Company, until the Filing Delinquency is cured. If the Company fails
to cure the Filing Delinquency within the Initial Cure Period, the Exchange may, in its sole discretion, grant an up to six-month additional
cure period (the "Additional Cure Period"). The Company can regain compliance with the Exchange’s continued listing standards
at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Delinquent Report and any subsequent
delayed filings with the SEC. If the Exchange determines that an Additional Cure Period is not appropriate, suspension and delisting procedures
will commence in accordance with the procedures set out in Section 1010 of the Company Guide. If the Exchange determines that an Additional
Cure Period is appropriate, and the Company fails to file the Delinquent Report and any subsequent delayed filings by the end of that
period, suspension and delisting procedures will generally commence.
Notwithstanding the
foregoing, however, the Exchange may, in its sole discretion, decide (i) not to afford the Company any Initial Cure Period or Additional
Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the
Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the
Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes, in the its sole
discretion that continued listing and trading of the Company’s securities on the Exchange is inadvisable or unwarranted in accordance
with Sections 1001 through 1006 thereof.
The Company intends
to regain compliance with the Exchange's continued listing standards. There can be no assurance that the Company will ultimately regain
compliance with all applicable Exchange listing standards.
On April 22, 2024, the Company issued a
press release announcing the receipt of the NYSE Notice. A copy of the press release is filed herewith as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current
Report on Form 8-K:
Exhibit Number |
|
Description |
99.1 |
|
Press release dated April 22, 2024 |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 22, 2024 |
SCORPIUS HOLDINGS, INC. |
|
|
|
|
|
|
By: |
/s/ Jeffrey Wolf |
|
Name: |
Jeffrey Wolf |
|
Title: |
Chairman, President and Chief Executive Officer |
Exhibit 99.1
Scorpius Holdings Announces Receipt of
Filing Delinquency Notification
Reaffirms commitment to regaining compliance
with the
NYSE American continued listing standards
Durham, NC – April 22,
2024 –Scorpius Holdings, Inc (NYSE American: SCPX), an integrated
contract development and manufacturing organization (CDMO), received an official notice of noncompliance (the “NYSE American Notice”)
from NYSE Regulation stating that the Company is not in compliance with NYSE American LLC (“NYSE American” or the “Exhange”)
continued listing standards (the “Filing Delinquency Notification”) under the timely filing criteria included in Section 1007
of the NYSE American Company Guide (the "Company Guide") due to the failure to timely file the Company’s Form 10-K for
the period ended December 31, 2023 (the “Delinquent Report”) by the filing due date of April 16, 2024 (the “Filing Delinquency”).
As previously reported in the Company’s
Notification of Late Filing on Form 12b-25 filed with the SEC on April 1, 2024, the Company was unable to file its Annual
Report on Form 10-K for the year ended December 31, 2023, within the prescribed period because of delays experienced by the Company
in preparing its consolidated financial statements. The delays relate to recent finance staff turnover of those directly involved in preparing
the Delinquent Report, and the need for additional time to complete the calculation of revenue recognition for certain contracts for the
year ended December 31, 2023.
Jeff Wolf, CEO of Scorpius, stated,
“We regret the delay in filing our Form 10-K, due in part to substantive changes within our organization. We expect to file our
year-end financial results in short order. Most importantly, we remain committed to maintaining the highest standards of financial reporting
and corporate governance.”
The Company is now subject to the procedures
and requirements set forth in Section 1007 of the NYSE American Company Guide. Within five days of the date of the Filing Delinquency
Notification, the Company was required to (a) contact the Exchange to discuss the status of the Delinquent Report and (b) issue a press
release disclosing the occurrence of the Filing Delinquency, the reason for the Filing Delinquency and, if known, the anticipated date
such Filing Delinquency will be cured via the filing or refiling of the applicable report, as the case may be.
During the six-month period from the
date of the Filing Delinquency (the "Initial Cure Period"), the NYSE will monitor the Company and the status of the Delinquent
Report and any subsequent delayed filings, including through contact with the Company, until the Filing Delinquency is cured. If the Company
fails to cure the Filing Delinquency within the Initial Cure Period, the Exchange may, in the Exchange’s sole discretion, allow
the Company’s securities to be traded for up to an additional six-month period (the "Additional Cure Period") depending
on the Company’s specific circumstances. If the Exchange determines that an Additional Cure Period is not appropriate, suspension
and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the NYSE American Company Guide. If
the Exchange determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file its Delinquent
Report and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. An issuer
is not eligible to follow the procedures outlined in Section 1009 with respect to these criteria.
Notwithstanding the foregoing, however,
the Exchange may in its sole discretion decide (i) not to afford an issuer any Initial Cure Period or Additional Cure Period, as the case
may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or Additional
Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant
to any other provision of the Company Guide, including if the Exchange believes, in the NYSE’s sole discretion, that continued listing
and trading of an issuer's securities on the Exchange is inadvisable or unwarranted in accordance with Sections 1001-1006 hereof.
The Company intends to regain compliance
with the NYSE American continued listing standards. There can be no assurance that the Company will ultimately regain compliance with
all applicable NYSE American continued listing standards.
Scorpius
Holdings, Inc.
Scorpius Holdings Inc. is an integrated contract
development and manufacturing organization (CDMO) focused on rapidly advancing biologic and cell therapy programs to the clinic and beyond.
Scorpius offers a broad array of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies
at its state-of-the-art facilities in San Antonio, TX. With an experienced team and new, purpose-built U.S. facilities, Scorpius is dedicated
to transparent collaboration and flexible, high-quality biologics biomanufacturing. For more information,
please visit www.scorpiusbiologics.com.
Forward-Looking
Statement
This
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue,"
"expects," "anticipates," "intends," "plans," "believes," "estimates," and
similar expressions, and include statements such as the Company’s expectation to expand the scope of the agreement to include
Phase 1 clinical manufacturing, the Company’s ability to file its Annual Report on Form 10-K during the Initial Cure Period and
its ability to regain compliance with the NYSE American continued listing standards Important
factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability
to regain compliance with the NYSE American continued listing standards, expand its large molecule biomanufacturing CDMO services and
continue to grow revenue; the Company’s financing needs, its cash balance being sufficient to sustain operations and its ability
to raise capital when needed, the Company’s ability to leverage fixed costs and achieve long-term profitability; the Company’s
ability to obtain regulatory approvals or to comply with ongoing regulatory requirements, regulatory limitations relating to the Company’s
ability to successfully promote its services and compete as a pure- play CDMO, and other factors described in the Company’s most
recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Qs and any other filings the Company makes with the SEC. The
information in this presentation is provided only as of the date presented, and the Company undertakes no obligation to update any forward-looking
statements contained in this presentation on account of new information, future events, or otherwise, except as required by law.
Media
and Investor Relations Contact
David
Waldman
+1 919
289 4017
ir@scorpiusbiologics.com
v3.24.1.u1
Cover
|
Apr. 17, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Apr. 17, 2024
|
Entity File Number |
001-35994
|
Entity Registrant Name |
Scorpius Holdings, Inc.
|
Entity Central Index Key |
0001476963
|
Entity Tax Identification Number |
26-2844103
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
627
Davis Drive
|
Entity Address, Address Line Two |
Suite
400
|
Entity Address, City or Town |
Morrisville
|
Entity Address, State or Province |
NC
|
Entity Address, Postal Zip Code |
27560
|
City Area Code |
(919)
|
Local Phone Number |
240-7133
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock [Member] |
|
Common Stock |
Common Stock, $0.0002 par value per share
|
Trading Symbol |
SCPX
|
Security Exchange Name |
NYSEAMER
|
Common Stock Purchase Rights [Member] |
|
Common Stock |
Common Stock Purchase Rights
|
Trading Symbol |
None
|
Security Exchange Name |
NYSEAMER
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SCPX_CommonStockPurchaseRightsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Grafico Azioni Nighthawk Biosciences (AMEX:NHWK)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Nighthawk Biosciences (AMEX:NHWK)
Storico
Da Ott 2023 a Ott 2024