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Scorpius Holdings, Inc. Announces Pricing of Public Offering

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Scorpius Holdings, Inc. (NYSE American: SCPX) announced the pricing of a public offering of 10,000,000 shares of common stock at $0.15 per share, generating $1,500,000 in gross proceeds. The offering is expected to close on March 12, 2024, with net proceeds intended for working capital and general corporate purposes.
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Scorpius Holdings, Inc.'s decision to price its public offering at $0.15 per share for a total of 10 million shares is indicative of the company's need to raise capital, likely to fund operations and maintain liquidity. The aggregate gross proceeds of $1.5 million, before expenses, suggest a relatively small scale of operation, considering the typical size of capital raises in the biotech and pharmaceutical CDMO sector. The pricing of the offering below market value can often lead to immediate dilution of existing shareholders' equity, a factor that investors must weigh against the potential benefits of the capital infusion.

Furthermore, the use of net proceeds for working capital and general corporate purposes is standard, yet it provides limited insight into the company's strategic growth initiatives or debt reduction plans. Investors might question the long-term value creation from such a capital raise, especially if the company does not have a clear roadmap for revenue generation or cost reduction. The involvement of ThinkEquity as the sole book-running manager also suggests a targeted approach to the capital raise, which could either streamline the process or limit the offering's exposure to a broader range of institutional investors.

Assessing the impact of Scorpius Holdings' public offering on its stock price requires an understanding of the CDMO market dynamics. The sector is known for its capital-intensive nature, with firms often requiring significant investment to expand manufacturing capabilities and adhere to regulatory compliance. The modest size of the offering could signal to the market that Scorpius is in the early stages of growth or potentially facing financial constraints.

Moreover, the timing of the offering and the chosen price point might reflect the company's urgent capital needs, possibly due to competitive pressures or an immediate requirement for operational funding. Investors and analysts will closely monitor the stock's performance post-offering, as it can serve as a barometer for market confidence in the company's future prospects. It is also crucial to consider the broader industry trends, such as M&A activities, technological advancements and regulatory changes, which could influence Scorpius' position in the market and its ability to capitalize on the raised funds effectively.

The legal framework surrounding Scorpius Holdings' offering is grounded in its compliance with SEC regulations, as evidenced by the use of a shelf registration statement on Form S-3. This type of registration allows for the issuance of securities to the public in multiple tranches over time, providing the company with flexibility in capital raising efforts. The reliance on a written prospectus, both preliminary and final, underscores the importance of transparency and full disclosure to potential investors.

It is also noteworthy that the offering's legality is contingent upon adherence to state and jurisdictional securities laws, which can vary and impact the distribution of the offering. The disclaimer in the press release serves as a reminder of the regulatory complexities involved in public offerings and the necessity for compliance to avoid legal repercussions. The legal structure of the offering, if well-executed, can provide Scorpius with a sound framework to secure funding while minimizing legal risks.

DURHAM, N.C., March 08, 2024 (GLOBE NEWSWIRE) -- Scorpius Holdings, Inc. (NYSE American: SCPX), (“Scorpius” or the “Company”), an integrated contract development and manufacturing organization (CDMO), today announced the pricing of its underwritten public offering of 10,000,000 shares of its common stock at a public offering price of $0.15 per share, for aggregate gross proceeds of $1,500,000, before deducting underwriting discounts, commissions and offering expenses. All of the shares of common stock were offered by the Company. The offering is expected to close on March 12, 2024, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering primarily for working capital and general corporate purposes.

ThinkEquity is acting as sole book-running manager for the offering.

The securities were offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-251255), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 10, 2020 and declared effective on December 22, 2020. The offering was made only by means of a written prospectus. A preliminary prospectus supplement and the accompanying base prospectus describing the terms of the offering was filed with the SEC on its website at www.sec.gov. A final prospectus supplement and the accompanying base prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus supplement and final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Scorpius Holdings, Inc.

Scorpius Holdings Inc. is an integrated large molecule 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 Statements

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 regarding the timing and completion of the proposed offering. Important factors that could cause actual results to differ materially from current expectations include, among others, the timing of closing of the offering, and other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2022, 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 press release on account of new information, future events, or otherwise, except as required by law.

For Investor Relations Inquiries:

David Waldman

+1 919 289 4017

investorrelations@nighthawkbio.com


FAQ

What is the ticker symbol of Scorpius Holdings, Inc.?

The ticker symbol of Scorpius Holdings, Inc. is SCPX.

How many shares of common stock were offered in the public offering?

10,000,000 shares of common stock were offered in the public offering.

What is the public offering price per share?

The public offering price per share was $0.15.

What are the aggregate gross proceeds from the offering?

The aggregate gross proceeds from the offering were $1,500,000.

When is the offering expected to close?

The offering is expected to close on March 12, 2024.

Scorpius Holdings, Inc.

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