Scorpius (SCPX) 8-K 19 Dec 23 Other Events Financial data

Document and Entity Information

Document and Entity Information		12 Months Ended
	Dec. 19, 2023	Dec. 31, 2022
Document and Entity Information
Document Type	8-K
Document Period End Date	Dec. 19, 2023
Entity File Number	001-35994
Entity Registrant Name	NightHawk Biosciences, Inc.
Entity Incorporation	DE
Entity Tax Identification Number	26-2844103
Entity Address, Address Line One	627 Davis Drive
Entity Address, Address Line Two	Suite 300
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
Title of 12(b) Security	Common Stock, $0.0002 par value per share
Trading Symbol	NHWK
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001476963
Amendment Flag	true
Amendment Description	NightHawk Biosciences, Inc. (the “Company”) is filing this Current Report on Form 8-K, including Exhibit 99.1, solely to recast certain financial information and related disclosures included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “2022 Form 10-K”).
Auditor Name		BDO USA, P.C
Auditor Firm ID		243
Auditor Location		Raleigh, NC
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 3,191,714	$ 8,053,879
Short-term investments	35,837,309	88,324,922
Accounts receivable	81,456	66,049
Grant receivable	1,524,522
Prepaid expenses and other current assets	1,491,123	2,886,520
Current assets of discontinued operations	7,928,136
Total Current Assets	50,054,260	99,331,370
Property and Equipment, net	20,438,521	2,158,479
Operating lease right-of-use asset	5,866,261	1,782,884
Finance lease right-of-use asset	15,329,075	470,700
Other assets	260,011	12,193,540
Deposits	270,461	205,901
Non-current assets of discontinued operations	12,178,323
Total Assets	104,396,912	120,961,233
Current Liabilities
Accounts payable	4,213,732	922,782
Deferred revenue, current portion	1,585,808
Operating lease liability, current portion	397,855	350,343
Finance lease liability, current portion	301,048	260,574
Accrued expenses and other liabilities	1,916,601	2,419,676
Current liabilities of discontinued operations	9,622,279
Contingent consideration, current portion		593,037
Contingent consideration, related party - current portion		174,333
Total Current Liabilities	18,037,323	4,720,745
Long Term Liabilities
Other long-term liabilities		53,530
Derivative warrant liability		11,020
Deferred tax liability		215,937
Deferred revenue, net of current portion	32,500	35,000
Operating lease liability, net of current portion	3,079,887	1,060,856
Financing lease liability, net of current portion	5,520,034	255,429
Contingent consideration, net of current portion		1,990,118
Contingent consideration, related party		585,027
Non-current liabilities of discontinued operations	5,290,500
Total Liabilities	31,960,244	8,927,662
Commitments and Contingencies (Note 13 and Note 14)
Stockholders' Equity
Common stock, $0.0002 par value; 250,000,000 shares authorized, 26,081,890 and 25,661,488 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	5,126	5,055
Additional paid-in capital	283,019,456	278,890,153
Accumulated deficit	(209,153,659)	(165,718,953)
Accumulated other comprehensive income	51,924	(67,941)
Total Stockholders' Equity - NightHawk Biosciences, Inc.	73,922,847	113,108,314
Non-Controlling Interest	(1,486,179)	(1,074,743)
Total Stockholders' Equity	72,436,668	112,033,571
Total Liabilities and Stockholders' Equity	$ 104,396,912	$ 120,961,233

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 0.0002	$ 0.0002
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	25,661,488	25,649,824
Common stock, shares outstanding	25,661,488	25,649,824

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Revenue	$ 370,176	$ 2,112,806
Operating expenses:
Cost of revenues	81,295
Research and development	20,223,495	16,455,278
Selling, general and administrative	20,130,546	16,828,229
In-process research and development impairment	3,500,000	2,366,000
Change in fair value of contingent consideration	(3,342,515)	430,000
Total operating expenses	40,592,821	37,531,845
Operating loss	(40,222,645)	(35,419,039)
Change in fair value of warrant liability	11,020	22,758
Interest (loss) income	987,247
Other expense (income), net	(665,198)	692,038
Unrealized (loss) gain on available-for-sale securities	(1,701,428)	(842,538)
Total non-operating loss	(1,368,359)	(127,742)
Net loss before income taxes from continuing operations	(41,591,004)	(35,546,781)
Income tax benefit	215,937	145,974
Net loss from continuing operations	(41,375,067)	(35,400,807)
Net loss from discontinued operations before income taxes	(5,560,130)
Income tax benefit from discontinued operations	3,073,000
Net loss	(43,862,197)	(35,400,807)
Net loss - non-controlling interest	(427,491)	(329,339)
Net loss attributable to NightHawk Biosciences, Inc.	$ (43,434,706)	$ (35,071,468)
Net loss per share, basic - continuing operations (in dollars per share)	$ (1.60)	$ (1.41)
Net loss per share, diluted - continuing operations (in dollars per share)	(1.60)	(1.41)
Net loss per share, basic - discontinued operations (in dollars per share)	(0.10)
Net loss per share, diluted - discontinued operations (in dollars per share)	(0.10)
Net loss per share common share attributable to NightHawk Biosciences, Inc., basic	(1.70)	(1.41)
Net loss per share common share attributable to NightHawk Biosciences, Inc., diluted	$ (1.70)	$ (1.41)
Weighted-average common shares outstanding, basic (in shares)	25,606,326	24,913,942
Weighted-average common shares outstanding, diluted (in shares)	25,606,326	24,913,942
Comprehensive loss:
Net loss	$ (43,862,197)	$ (35,400,807)
Unrealized gain on foreign currency translation	119,865	98,115
Total comprehensive loss	(43,742,332)	(35,302,692)
Comprehensive loss attributable to non-controlling interest	(427,491)	(329,339)
Comprehensive loss - NightHawk Biosciences, Inc.	$ (43,314,841)	$ (34,973,353)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	APIC	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Non-Controlling Interest	Total
Beginning Balance at Dec. 31, 2020	$ 4,519	$ 247,048,349	$ (130,647,485)	$ (166,056)	$ (745,404)	$ 115,493,923
ATM raise	420	26,303,862				26,304,282
Issuance of common stock from vesting of restricted stock awards	110	(110)
Stock issuance costs		(658,184)				(658,184)
Stock based compensation		6,168,981				6,168,981
Issuance of restricted stock	3	(3)
Exercise of options	6	27,255				27,261
Cancellation and payout of fractional shares	(3)	3
Other comprehensive income				98,115		98,115
Net loss			(35,071,468)		(329,339)	(35,400,807)
Ending Balance at Dec. 31, 2021	5,055	278,890,153	(165,718,953)	(67,941)	(1,074,743)	112,033,571
Net loss						(15,127,708)
Ending Balance at Jun. 30, 2022						98,713,663
Beginning Balance at Dec. 31, 2021	5,055	278,890,153	(165,718,953)	(67,941)	(1,074,743)	112,033,571
Net loss						(28,475,479)
Ending Balance at Sep. 30, 2022						86,198,726
Beginning Balance at Dec. 31, 2021	5,055	278,890,153	(165,718,953)	(67,941)	(1,074,743)	112,033,571
Issuance of common stock from vesting of restricted stock awards	65	(65)
Issuance of common stock - ESPP	6	43,631				43,637
Stock based compensation		4,085,737				4,085,737
Exercise of options					16,055	16,055
Other comprehensive income				119,865		119,865
Net loss			(43,434,706)		(427,491)	(43,862,197)
Ending Balance at Dec. 31, 2022	$ 5,126	$ 283,019,456	$ (209,153,659)	$ 51,924	$ (1,486,179)	72,436,668
Beginning Balance at Jun. 30, 2022						98,713,663
Net loss						(13,347,771)
Ending Balance at Sep. 30, 2022						$ 86,198,726

Consolidated Statements of Cash

Consolidated Statements of Cash Flows	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Cash Flows from Operating Activities
Net loss	$ (43,862,197)	$ (35,400,807)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment loss		1,452,338
Intangible asset impairment loss	3,500,000	2,366,000
Depreciation and amortization	2,115,015	607,667
Amortization of intangible asset	1,030,625
Noncash lease expense	116,583	83,809
Noncash interest expense		21,970
Stock-based compensation	4,085,737	6,168,981
Change in fair value of common stock warrants	(11,020)	(22,758)
Change in fair value of contingent consideration	(3,452,015)	430,000
Unrealized (gain) loss on investments	1,701,443	842,538
Deferred tax liability	3,288,937	145,974
Increase (decrease) in cash arising from changes in assets and liabilities, net of acquisitions:
Accounts receivable	(15,967)	110,111
Prepaid expenses and other current assets	58,656	(1,060,915)
Grant receivable	(206,163)	(1,318,359)
Contract receivables	24,526,231
Inventory	5,844,000
Income tax receivable	443,968
Right-of-use assets	(12,158,238)
Other assets	12,233,529	(12,193,540)
Deposits	(64,560)	(83,122)
Accounts payable	3,299,326	(126,937)
Deferred revenue	1,583,308	(806,217)
Accrued expenses and other liabilities	(3,126,158)	929,023
Other long-term liabilities	(53,530)	17,286
Net Cash (Used In) Provided by Operating Activities	(5,700,364)	(38,128,906)
Cash Flows from Investing Activities
Purchase of short-term investments	(2,457,348)	(66,960,279)
Sale of short-term investments	53,243,519	78,635,257
Purchases of property and equipment	(20,117,998)	(1,904,713)
Disposal of property and equipment	388,103
Acquisition of Elusys Therapeutics, net of cash paid	2,719,899
Payment of contingent consideration	(22,784,571)
Net Cash Provided By Investing Activities	10,991,604	9,770,265
Cash Flows from Financing Activities
Proceeds from the issuance of common stock	59,692	26,304,282
Proceeds from the exercise of stock options		27,261
Stock issuance costs		(658,184)
Repayments of principal under finance lease	(231,633)	(183,010)
Payment of contingent consideration	(4,735,000)
Net Cash Used In Financing Activities	(4,906,941)	25,490,349
Effect of exchange rate changes on cash and cash equivalents	(3,624)	(9,719)
Net (Decrease) Increase in Cash and Cash Equivalents	380,675	(2,878,011)
Cash and Cash Equivalents - Beginning of the Period	8,053,879	10,931,890
Cash and Cash Equivalents - End of the Period	8,434,554	8,053,879
Supplemental Disclosure for Cash Flow Information:
Right-of-use assets obtained upon operating lease commencements	6,348,346	88,596
Right-of-use assets obtained upon financing lease commencements	15,477,515	408,677
Right-of-use assets surrendered upon financing lease modifications	37,654
Right-of-use assets obtained upon operating lease modifications	(81,752)	37,767
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	288,807
Contingent and deferred cash consideration related to Elusys acquisition	42,853,685
Reconciliation of cash and cash equivalents at December 31, 2022 and 2021
Cash and cash equivalents included in current assets of discontinued operations	5,242,840
Cash and cash equivalents of continuing operations	3,191,714
Total cash and cash equivalents	$ 8,434,554	$ 8,053,879

Organization

Organization	12 Months Ended
	Dec. 31, 2022
Organization
Organization	1. Organization NightHawk Biosciences is a fully integrated biopharmaceutical company specializing in the end-to-end development, manufacturing, and commercialization of innovative medical countermeasures that combat unmet and emerging biothreats. Our ecosystem is driven by the discovery efforts of our subsidiary, Skunkworx Bio, Inc. ( “ ” “ ” Scorpius pairs cGMP biomanufacturing and quality control expertise with cutting edge capabilities in immunoassays, molecular assays, and bioanalytical methods to support cell- and gene-based therapies as well as large molecule biologics. Scorpius decreases our dependence on third-party contract research and development biomanufacturing organizations (CDMOs) for the manufacture of ANTHIM ® During the past year, our priorities have shifted to our biomanufacturing capabilities resulting in a refocusing of our resources and efforts towards biodefense and biomanufacturing and away from our clinical-stage oncology assets including HS-110 and PTX-35. Effective May 3, 2022, Heat Biologics, Inc. changed its name to NightHawk Biosciences, Inc. (the “ ” “ ” Discontinued Operations In September 2023, the Company commenced the active marketing for the sale of Elusys Therapeutics, Inc. ( “ ” ® ® “ ” “ ” “ ” “ ” ® “ ”

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of NightHawk Biosciences, Inc., and its subsidiaries (“the Company”), Pelican Therapeutics, Inc. (“Pelican”), Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, Heat Biologics Australia Pty Ltd., Zolovax, Inc., Skunkworx Bio, Inc. (formerly known as Delphi Therapeutics, Inc.), Scorpius BioManufacturing, Inc. (“Scorpius”) (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., Abacus Biotech, Inc., and Elusys Therapeutics, Inc. (“Elusys”). The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. The December 31, 2022 and 2021 year-end financials include an 85% controlling interest in Pelican. NightHawk accounts for its less than 100% interest in the consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Accordingly, the Company presents non-controlling interest as a component of stockholders’ equity on its consolidated balance sheets and reports non-controlling interest net loss under the heading “net loss – non-controlling interest” in the consolidated statements of operations and comprehensive loss. The active marketing of the Elusys business represents a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, this transaction is accounted for as Discontinued Operations for all periods presented in accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. Unless indicated otherwise, the information in the notes to the Condensed Consolidated Financial Statements relates to continuing operations. See Note 18 for further discussion of the divestiture of the Elusys Business. Restatement of Prior Quarterly 2022 Financial Statements (Unaudited) During the preparation and review of its annual tax provision for the year ended December 31, 2022, it was determined that the Company made certain errors in the manner in which it recognized a deferred tax asset valuation allowance related to the acquisition of Elusys Therapeutics, Inc. (“Elusys”). Under ASC 740 – Income Taxes, the release of an acquirer’s valuation allowance on the acquirer’s (i.e., the Company’s) deferred tax assets in the amount of the acquired Elusys deferred tax liability (“DTL”) should be recorded as an income tax benefit and be reported as a component of net loss in the unaudited consolidated statement of operations and comprehensive loss. The DTL was recorded in the unaudited consolidated balance sheet at June 30, 2022 and September 30, 2022, however the DTL was not and should have been recorded as an income tax benefit within the unaudited consolidated statement of operations and comprehensive loss for the quarter ending June 30, 2022. This error resulted in net loss being overstated by $3.3 million for the three and six months ended June 30, 2022 and the nine months ended September 30, 2022. In accordance with Staff Accounting Bulletin ("SAB") No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated these misstatements, and based on an analysis of quantitative and qualitative factors, determined that the impact of these misstatements was material to its interim reporting periods ended June 30, and September 30, 2022. Accordingly, the Company has restated its unaudited consolidated financial statements for the interim reporting periods for the three- and six-months ended June 30, 2022, and three- and nine- months ended September 30, 2022, respectively, and has included that restated unaudited financial information within this annual report. There is no cumulative impact to the Company’s full-year 2022 financial statements as a result of this restatement. Restatement of amounts in previously filed unaudited quarterly financial statements are reflected in Note 17- Restatement of Interim Financial Statements. Because we are restating prior periods, we are also reflecting another immaterial adjustment related to an additional error that was identified during this process. The Company recorded a measurement period adjustment in the third quarter which reduced the acquired definite lived intangible asset value by approximately $1.5 million. Given that the DTL is calculated using the acquired intangible asset value, the Company should have also adjusted the purchase price allocation by recording a decrease to goodwill of $0.3 million. This also reduces the deferred tax assets utilized to offset the acquired DTL and thus increases the valuation allowance. This is adjusted through a decrease in the income tax benefit recognized for the three and nine-months ended September 30, 2022 of $0.3 million. This is adjusted in the restated unaudited consolidated balance sheet at September 30, 2022 and the restated unaudited statement of operations and comprehensive loss for the quarter ending September 30, 2022. Going Concern Uncertainty The Company has an accumulated deficit of $209.2 million as of December 31, 2022 and a net loss of approximately $43.9 million for the year ended December 31, 2022 and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, expands its infectious disease/biological threat program, and continues to support the development of, and commencement of operations at, a new biodefense-focused large molecule and biologics biomanufacturing facility in Manhattan, Kansas. As of December 31, 2022, a lease has not been executed for this Kansas facility. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will in the future need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, debt financings, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2022, the Company had approximately $39.0 million in cash and cash equivalents and short-term investments. The Company will need to generate significant revenues to achieve profitability, and it may never do so. Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the consolidated financial statements are issued. ​ Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company depends on third-party suppliers for key materials and services used in research and development, as well as manufacturing processes, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply adequate materials and services. The Company does not control the manufacturing processes of the contract development and manufacturing organizations, or CDMOs, with whom it contracts and is dependent on for the production of its therapeutic candidates in accordance with relevant regulations (such as current Good Manufacturing Practices, or cGMP), which include, among other things, quality control, quality assurance and the maintenance of records and documentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, contingent consideration, valuation of goodwill and other intangible assets, income taxes, valuation of warrant liabilities, stock-based compensation, right-of-use assets and lease liabilities, and useful lives of intangible assets. Actual results may differ from those estimates. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the consolidated financial statements including the IPR&D impairment, which was previously included in research and development expense and is now presented as a separate line item on the Company's consolidated statements of operations and comprehensive loss. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed the operations and managed the business as one segment. Cash and Cash Equivalents The Company considers all cash and other highly liquid investments with initial maturities from the date of purchase of three months or less to be cash and cash equivalents. Short-term Investments The Company’s short-term investments consist of equity securities and are carried at fair value. Unrealized gains and losses on securities are reported in the consolidated statements of operations and comprehensive loss. The Company classifies marketable equity investments available to fund current operations as current assets on its consolidated balance sheets. Derivative Financial Instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments, was recorded as a derivative liability under the provisions of ASC 815 Derivatives and Hedging The fair value of the warrants, including the warrants issued in connection with the January 2020 common stock offering and recorded as liability, was determined using the Monte Carlo simulation model, which is deemed to be an appropriate model due to the terms of the warrants issued. Concentration of Credit Risk At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of December 31, 2022, and 2021, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2022 was $7.8 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. Property and Equipment Property and equipment are stated at cost and are capitalized. Depreciation is calculated using the straight-line method and is based on estimated useful lives of five years for lab equipment, three years for computer equipment, eight years for furniture and fixtures and vehicles, and five Leases ​ The Company leases office space and certain equipment under non-cancelable lease agreements. The Company applies the accounting guidance in ASC 842, Leases. As such, the Company assesses all arrangements that convey the right to control the use of property, plant and equipment at inception to determine if it is, or contains, a lease based on the unique facts and circumstances present in that arrangement. For those leases identified, the Company determines the lease classification, recognition, and measurement at the lease commencement date. For arrangements that contain a lease the Company: (i) identifies lease and non-lease components; (ii) determines the consideration in the contract; (iii) determines whether the lease is an operating or financing lease; and (iv) recognizes lease Right of Use (“ROU”) assets and corresponding lease liabilities. Lease liabilities are recorded based on the present value of lease payments over the expected lease term. The corresponding ROU asset is measured from the initial lease liability, adjusted by (i) accrued or prepaid rents; (ii) remaining unamortized initial direct costs and lease incentives; and (iii) any impairments of the ROU asset. ​ Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements of operations and comprehensive loss. ​ The interest rate implicit in the Company’s lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Other Assets In conjunction with a lease agreement further discussed in Note 14, Scorpius has made reimbursement payments to the lessor, Merchants Ice II, LLC, for costs incurred in conjunction with the leased site. Merchants Ice II, LLC is a nonprofit entity investing in the building with the intention to encourage development of emerging technologies. As a result, investments made to the building could generate tax incentives under the New Market Tax Credit (“NMTC”) program. Scorpius agreed that all investments and expenditures qualifying under the NMTC (i.e., certain equipment and building improvements) would be purchased by Merchants Ice II, LLC to generate the largest possible tax incentive and Scorpius reimbursed Merchant Ice, LLC for these payments. During the construction of the site, these payments were included in other assets on the consolidated balance sheets. On September 15, 2022, the lease commenced, and in accordance with ASC 842, the Company capitalized $13.2 million of payments to lab equipment and $10.2 million is included in the operating lease right-of-use asset. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each year. Fully diluted net loss per share is computed using the weighted average number of common shares and dilutive securities outstanding during each year. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation. Income Tax Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, Accounting for Income Taxes Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employee directors using a fair value method that requires the recognition of compensation expense for costs related to all stock-based payments, including stock options and restricted stock units. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. The fair value of restricted stock units is estimated based on the closing price of the Company’s stock on the date of grant, and for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for forfeitures as they occur. The Company settles exercises of stock options with newly issued shares of its common stock. Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes-Merton option pricing model on the date of grant for stock options and are recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, and expected term. The expected volatility rates are estimated based on average historical stock price volatility of its own data plus an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms. The expected term for the years ended December 31, 2022 and 2021 represents the average time that options are expected to be outstanding based on the average of the vesting term and the contractual term of the option. We account for forfeitures as they occur. The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. The risk-free interest rate is based on the rate of U.S. Treasury securities with maturities consistent with the estimated expected term of the awards. Net Loss Attributable to Non-controlling Interests Net loss attributable to non-controlling interests is the result of the Company’s consolidation of subsidiaries of which it does not own 100%. In October 2018, the Company entered into an agreement with the University of Miami (“UM”) whereby UM exchanged its shares of stock in the Company’s subsidiaries, Heat I, Inc. and Pelican, a related party prior to acquisition, for 35,000 shares of the Company ’ Deferred Revenue Deferred revenue is comprised of an exclusive license agreement with Shattuck Labs, Inc. (“Shattuck”) and process development customer deposits received in advance of our fulfillment of performance obligations. License Agreements The Company has licensed certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases that were not being developed by the Company. Shattuck paid the Company an initial license fee of $50,000 in June 2016 and is obligated to pay the Company fees upon its receipt of sublicensing income, achievement of certain milestones, and royalties upon sales of commercial products. In-as-much as the technology that the Company out-licensed is in the early stages of development and there is a low likelihood of success for any technology at such stage, there can be no assurance that any products will be developed by Shattuck or that the Company will derive any revenue from Shattuck. Process Development Process development deferred revenue generally represents customer payments received in advance of the Company’s fulfillment of performance obligations associated with the custom development of a manufacturing process and analytical methods for a customer’s product. As of December 31, 2022 there was $1.6 million of deferred revenue related to process development. Revenue Recognition The Company applies ASC 606, Revenue from Contracts with Customers Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the most likely method based on historical experience as well as applicable information currently available. Product Sales The Company recognizes revenue from product sales when its performance obligation with its customers has been satisfied. The performance obligation is satisfied at a point in time when the Company’s customers obtain control of the product, which is typically upon acceptance of the product at the delivery site. The Company invoices its customers after acceptance of the product and invoice payments are generally due within 30 days of the invoice date. The Company records product sales net of any variable consideration, including refund rights. The Company uses the most likely amount method when estimating its variable consideration, unless terms are specified within contracts. The Company recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. These estimates may differ from actual consideration received. The Company evaluates these estimates to reflect known changes. Grant Revenue The Company recognizes revenue related to the Cancer Prevention and Research Institute of Texas (“CPRIT”) contract, which is being accounted for under Accounting Standards Update (“ASU”) No. 2018-08 , Not-For-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made, The CPRIT grant covers the period from June 1, 2017 through May 31, 2022, for a total grant award of up to $15.2 million. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. The first tranche of funding of $1.8 million was received in May 2017, a second tranche of funding of $6.5 million was received in October 2017, and the third tranche of funding of $5.4 million was received in December 2019. The remaining $1.5 million will be paid, on a reimbursement basis, after the Company has fulfilled every objective of the final goals of the grant. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is recognized when qualifying costs are incurred. When grant funds are received after costs have been incurred, the Company records revenue and a corresponding grants receivable until grant funds are received. As of December 31, 2022, all $15.2 million has been recognized. On January 7, 2020, the Company was awarded a grant of up to $0.2 million from the National Institute of Allergy and Infectious Diseases, which is under the umbrella of the National Institutes of Health (“NIH”). The NIH grant provides funding for continued development of the Company’s technologies for PTX-35. The grant funds will be made available by the NIH to the Company as allowable expenses are incurred. For the year ended December 31, 2022, the Company incurred $0.04 million of allowable expenses, respectively, under the NIH grant and recognized the corresponding revenue. For the year ended December 31, 2021, the Company incurred approximately $0.03 million of allowable expenses under the NIH grant and recognized a corresponding amount of grant revenues. Process development revenue Process development revenue generally represents revenue from services associated with the custom development of a manufacturing process and analytical methods for a customer’s product. Process development revenue is recognized over time utilizing an output method by tracking the progress toward completion by measuring outputs to date relative to total estimated outputs needed to satisfy the performance obligation. Under a process development contract, the customer owns the product details and process, which has no alternative use. These process development projects are customized to each customer to meet its specifications and typically includes only one performance obligation. Each process represents a distinct service that is sold separately and has stand-alone value to the customer. The customer also retains control of its product as the product is being created or enhanced by our services and can make changes to its process or specifications upon request. Under these agreements, we are entitled to consideration for progress to date that includes an element of profit margin. As of December 31, 2022, the Company has not recognized any process development revenue. Business Combinations The accounting for our business combinations consists of allocating the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. We have up to one year from the acquisition date to use information as of each acquisition date to adjust the fair value of the acquired assets and liabilities, which may result in material changes to their recorded values with an offsetting adjustment to goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance. In some cases, we have used discounted cash flow analyses, which were based on our best estimate of future revenue, earnings and cash flows as well as our discount rate, adjusted for risk (see Note 5). Goodwill and Intangible Assets The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their estimated useful lives. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate a potential impairment exists, using a fair value-based test. The Company records a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. In-process research and development (“IPR&D”) assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. See Note 8 regarding impairment at December 31, 2022. Contingent Consideration Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, the estimated timing of milestone achievement, and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. The milestone payments will be made upon the achievement of milestones as well as royalty payments. Subsequent to the date of acquisition, the Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration liability will be recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration liabilities expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under long term liabilities in the consolidated balance sheets. During the year ended December 31, 2022, $3.3 million of contingent consideration related to Pelican was written off as PTX-35 will not continue on to a Phase 2 trial (see Note 4). ​ Research and Development Research and development costs associated with developmental products not yet approved by the FDA as well as costs associated with bringing developmental products into advanced phase clinical trials are expensed as incurred. These costs consist primarily of pre-manufacturing and manufacturing drug costs, clinical trial execution, investigator payments, license fees, salaries, stock-based compensation and related personnel costs. Other costs include fees paid to consultants and outside service providers related to the development of the Company’s product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates. Discontinued Operations ​ In accordance with ASC Subtopic 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (“disposal group”) is required to be reported as discontinued operations if the disposal group represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets held for sale criteria. Assets and liabilities of disposal group meeting discontinued operations treatment is presented separately as held-for-sale. At the same time, the results of all discontinued operations, less applicable income taxes, are reported as components of net loss separate from t

Short-Term Investments

Short-Term Investments	12 Months Ended
	Dec. 31, 2022
Short-Term Investments.
Short-Term Investments	3. Short-term investments consist of equity securities with a maturity of greater than three months and less than twelve months when acquired. The Company reports its securities at fair value as of December 31, 2022 and 2021. Unrealized losses on securities of $1.7 million and $0.8 million, respectively, are reported in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021. Short-term investments at December 31, 2022 and 2021 consisted of mutual funds with fair values of $35.8 million and $88.3 million, respectively.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2022
Fair Value of Financial Instruments
Fair Value of Financial Instruments	4. As a basis for determining the fair value of certain of the Company’s financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level II – Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The Company’s cash equivalents are classified within Level I of the fair value hierarchy. As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Company’s short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the years ended December 31, 2022 or 2021. The fair value of financial instruments measured on a recurring basis is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 35,837,309 ​ $ 35,837,309 — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 Description Total ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 88,324,922 ​ $ 88,324,922 — ​ — Liabilities: ​ ​ ​ Contingent consideration ​ ​ 3,342,515 ​ ​ — — ​ ​ 3,342,515 Warrant liability ​ ​ 11,020 ​ ​ — — ​ ​ 11,020 ​ ​ The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pelican ​ Elusys ​ ​ ​ Contingent ​ Contingent ​ ​ Consideration Consideration Balance at December 31, 2020 ​ $ 2,912,515 ​ $ — ​ Change in fair value ​ 430,000 ​ ​ — ​ Balance at December 31, 2021 ​ $ 3,342,515 ​ $ — ​ Acquisition of Elusys ​ ​ — ​ ​ 39,853,685 ​ Payment of receivable consideration ​ ​ — ​ ​ (20,784,571) ​ Payment of inventory consideration ​ ​ — ​ ​ (4,735,000) ​ Payment of deferred cash consideration ​ ​ — ​ ​ (2,000,000) ​ Change in fair value ​ ​ (3,342,515) ​ ​ (109,500) ​ Reclassification to discontinued operations ​ ​ — ​ ​ (12,224,614) ​ Balance at December 31, 2022 ​ $ — ​ $ — ​ ​ The change in the fair value of the contingent consideration of ($3,342,515) and $430,000 for the years ended December 31, 2022 and 2021, respectively, was primarily due to the effect of the change in discount rate, probability of achieving milestones, passage of time on the fair value measurement and discontinuation of the PTX-35 trial, thus leading to the write-off of the Pelican contingent consideration. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statement of operations and comprehensive loss. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of contingent consideration classified as Level 3 (which have now been reclassified to liabilities of discontinued operations in our consolidated balance sheets) as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ ​ ​ Valuation ​ ​ Significant ​ ​ Weighted Average ​ ​ Methodology ​ Unobservable Input ​ (range, if applicable) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elusys Revenue earn-out ​ ​ Discounted cash flow analysis ​ ​ Timing of expected payments ​ ​ 2025-2036 ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 24.5% ​ ​ ​ ​ ​ ​ Future revenue projections ​ $ 325.9 million ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elusys Contract deferred consideration ​ ​ Discounted cash flow analysis ​ ​ Timing of expected payments ​ ​ 2023 ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 15.5% ​ ​ ​ ​ ​ ​ Future revenue projections ​ $ 7.6 million ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ Valuation ​ ​ Significant ​ Weighted Average ​ ​ Methodology ​ Unobservable Input (range, if applicable) ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent Consideration ​ Probability weighted income approach ​ Milestone dates 2022-2031 ​ ​ ​ ​ Discount rate 7.51% ​ ​ ​ Probability of occurrence 4.9% to 75% ​ The following table presents quantitative information about the inputs used in the valuation for the Company’s fair value measurement of the warrant liability classified as Level 3 as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Current stock price ​ $ 0.81 ​ $ 3.04 ​ Estimated volatility of future stock price ​ ​ 80.94 % ​ 133.13 % Risk free interest rate ​ ​ 4.75 % ​ 0.55 % Contractual term ​ ​ 0.90 years ​ 1.90 years ​ The Company measures certain non-financial assets on a non-recurring basis, including goodwill and in-process R&D and definite lived intangibles. As a result of those measurements, during the year ended December 31, 2022, in-process R&D with a total carrying value of $3.5 million was fully impaired with an impairment charge of $3.5 million. The full impairment of the in-process R&D was a result of the Company deciding to terminate any further development of PTX-35, Pelican’s lead product candidate. During the year ended December 31, 2021, goodwill with a total carrying value of $1.5 million was written down and an impairment charge of $1.5 million was recorded. During the same period, in-process R&D with a total carrying value of $5.9 million was written down to its estimated fair value of $3.5 million and an impairment charge of $2.4 million. Impairment analysis requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital. ​ Assumptions related to future operating performance are based on management’s annual and ongoing budgeting, forecasting and planning processes and represent our best estimate of the future results of our operations as of a point in time. These estimates are subject to many assumptions, such as the economic environments in which we operate, demand for the products and competitor actions. Estimated future cash flows are discounted to present value using a market participant, weighted average cost of capital, which considers the risk inherent in the probability adjusted future cash flows from each product. The financial and credit market volatility directly impacts certain inputs and assumptions used to develop the weighted average cost of capital such as the risk-free interest rate, industry beta, debt interest rate and our market capital structure. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The use of different inputs and assumptions could increase or decrease our estimated discounted future cash flows, the resulting estimated fair values and the amounts of related goodwill impairments, if any.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2022
Acquisitions
Acquisitions	5 . Pelican Therapeutics ​ In 2017, the Company consummated the acquisition of 80% of the outstanding equity of Pelican, a related party, and Pelican became a majority owned subsidiary of the Company. During the quarter ended March 31, 2018, cash consideration of approximately $300,000 was distributed to the participating Pelican stockholders and the remainder of approximately $200,000 for certain Pelican liabilities not satisfied was recognized as other income in the statements of operations and comprehensive loss for the period. In October 2018, the Company entered into an agreement with the University of Miami (“UM”) whereby UM exchanged its shares of stock in the Company’s subsidiaries, Heat I, Inc. and Pelican. The stock exchange resulted in Heat increasing its controlling ownership in Pelican from 80% to 85%. ​ Under the agreement, the Company was also obligated to make future payments based on the achievement of certain clinical and commercialization milestones, as well as low single digit royalty payments and payments upon receipt of sublicensing income. However, due to the discontinuation of PTX-35 no future milestone payments are expected to be made. The goodwill and in-process R&D resulting from the acquisiton were fully impaired as of December 31, 2022 (see Note 8). ​ Elusys Therapeutics ​ On April 18, 2022 (“Closing Date”), the Company closed on the acquisition of Elusys. NightHawk paid at the closing a cash upfront payment of $3,000,000 to the former owners (“Sellers”) of Elusys. NightHawk is obligated to pay the Sellers $2,000,000 of deferred cash consideration (“Merger Consideration”) at the same time that the payment of the receivable consideration is to be distributed to the Sellers as described below, which was paid in the second quarter of 2022. Earn out payments will be paid to the sellers for a period of 12 years from the date of the closing equal to 10% of the gross dollar amount of payments received during each one year period during such twelve year period with respect to any sale, license or commercialization anywhere in the world of ANTHIM® that either: (a) occurs during the first nine years after the closing date in any respect; or (b) occurs thereafter pursuant to any contract, agreement, commitment or order that is placed, granted, awarded, or entered into during the first nine years after the Closing Date. Per the Merger Agreement, upon collection of the Elusys contract receivables of $24.5 million, NightHawk will remit payment of $22.3 million (the “Receivable Consideration”) to the Sellers. In April 2022, $20.8 million was remitted to the sellers less a hold back of $1.5 million related to future fulfillment cost. Elusys is expected to receive additional revenue from the future fulfillment of an existing U.S. Government contract, and NightHawk has agreed to fulfill the future obligations of Elusys under such contract and pass through and distribute to the Sellers the payments received under such contract minus the costs associated with such fulfillment obligations, subject to certain adjustments to the Merger Consideration specified in the Merger Agreement, including income taxes payable with respect to such payments (the “Contract Deferred Consideration”). The Merger Agreement further provides that 80% of any amounts paid to and received by Elusys (the “Additional Earn Out”) after the Closing Date and prior to June 30, 2023, shall be paid to the Sellers, subject to certain adjustments specified in the Merger Agreement. The Company acquired Elusys to expand its role in the biodefense space, complementing NightHawk’s focus to target emerging biological threats. NightHawk plans to leverage Elusys’ existing relationships and distribution channels. In addition, NightHawk expects to leverage the capabilities of its planned Scorpius biomanufacturing facility in Manhattan, Kansas, which will enable the Company to manufacture these therapies internally and therefore benefit from significant operating synergies, as well as enhanced oversight, quality control, and speed to market. The Company is also exploring opportunities to expand ANTHIM® distribution abroad. The acquisition is aligned with NightHawk’s vision to establish a fully-integrated ecosystem to deliver medical innovations faster, better, and more efficiently. The fair value of the purchase consideration was approximately $42.9 million. The purchase consideration consists of $3.0 million in cash and $2.0 million in deferred cash consideration, and the preliminary estimated fair value of the contingent and deferred consideration liabilities related to the receivable consideration, contract deferred consideration, earn out and additional earn out totaling $37.9 million. The preliminary valuation of the contract deferred consideration and earn out liabilities were valued using a discounted cash flow analysis that utilized discount rates of 24% and 14% , respectively. The preliminary value of the additional earn out liability was calculated as 80% of the estimated gross sales price of 1,500 pre-filled vials of , less estimated fulfillment costs to be incurred. The value of the receivable consideration was equal to the value of the contract receivablesacquired, less holdback expenses, as this liability was settled within 30 days of the Closing Date. The acquisition of Elusys was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations . The acquired Elusys’ assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values with the excess purchase price assigned to goodwill. The recognition of goodwill is largely attributed to the value paid for Elusys’ capabilities, which will broaden NightHawk’s role in the biodefense space. The goodwill recorded for this transaction is valued at $3.3 million and will be deductible for tax purposes over 15 years . The preliminary purchase price of $42.9 million has been allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was recorded as goodwill. As we are still in the process of reviewing the fair value of the assets acquired and liabilities assumed, the purchase price allocation for Elusys is not complete as of December 31, 2022. In accordance with ASC 805, Business Combinations , we will finalize our purchase price allocation within one year of the acquisition date. As discussed in Note 18, the assets and liabilities of Elusys have been reclassified to assets and liabilities of discontinued operations as of and for the year ended December 31, 2022. The following table highlights the components of the purchase consideration: ​ ​ ​ ​ ​ Aggregate consideration: ​ ​ Cash consideration ​ $ 3,000,000 Deferred cash consideration ​ ​ 2,000,000 Earn out ​ ​ 5,900,000 Additional earn out ​ ​ 4,735,000 Receivable consideration ​ ​ 22,318,685 Contract deferred consideration ​ ​ 4,900,000 Total purchase consideration ​ $ 42,853,685 ​ The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the closing date based on their respective estimated fair values summarized below: ​ ​ ​ ​ ​ Purchase price allocation: ​ ​ Cash and cash equivalents ​ $ 5,719,899 Contract receivables ​ ​ 24,526,232 Prepaid expenses and other current assets ​ ​ 1,818,278 Inventory ​ ​ 5,844,000 Intangible asset – definite-lived (Note 8) ​ ​ 9,700,000 Property and equipment ​ ​ 50,224 Operating lease right of use assets ​ ​ 352,906 Other assets ​ ​ 326,249 Total assets acquired ​ ​ 48,337,788 Accounts payable ​ ​ (204,794) Accrued expenses and other current liabilities ​ ​ (5,155,363) Operating lease obligations ​ ​ (352,906) Deferred income tax liability ​ ​ (3,073,000) Total liabilities assumed ​ ​ (8,786,063) Net assets acquired and liabilities assumed ​ ​ 39,551,725 Goodwill ​ ​ 3,301,960 Total purchase consideration ​ $ 42,853,685 ​ The above allocation of the purchase price is based upon certain preliminary valuations and other analyses that have not been finalized as of the date of this filing. Any changes in the estimated fair values of the purchase consideration and of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction may change the amount and allocation of the purchase price. As such, the allocations for this transaction are preliminary estimates including deferred taxes, which may be subject to change within the measurement period. During the three months ended September 30, 2022 the Company recognized a measurement period adjustment as a result of a change in forecast that related to the estimate of acquired assets resulting in a $1.5 million decrease in intangible assets, a $0.3 million decrease in the deferred tax liability and a $1.2 million decrease in goodwill. There were no other measurement period adjustments during the year. ​ In connection with the acquisition, the Company incurred one-time expenses consisting primarily of legal fees, accounting fees and consultant fees. For the year ended December 31, 2022, the Company incurred approximately $0.6 million of acquisition costs related to the Elusys transaction, which are included in general and administrative expenses in the consolidated statements of operations. ​ The revenue and net loss from the Elusys acquisition are included within the net loss from discontinued operations before income taxes line item in the consolidated statements of operations and comprehensive loss. See Note 18. Upon achievement of the next milestone payment event, contingent consideration of $5.4 million is expected to be paid to Elusys’ shareholders by June 30, 2023. ​ Unaudited pro forma financial information has been omitted because the Elusys operations are reflected as a discontinued operation. ​

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	12 Months Ended
	Dec. 31, 2022
Prepaid Expenses And Other Current Assets.
Prepaid Expenses and Other Current Assets	6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Prepaid manufacturing expense ​ $ 91,477 ​ $ 563,280 Other prepaid expenses and current assets ​ ​ 1,132,502 ​ ​ 460,030 Prepaid insurance ​ ​ 201,252 ​ ​ 704,650 Prepaid preclinical and clinical expenses ​ 65,892 ​ 1,158,560 ​ ​ $ 1,491,123 ​ $ 2,886,520 ​

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property and Equipment
Property and Equipment	7. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over estimated useful lives ranging generally from three Property and equipment consisted of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Lab equipment ​ $ 18,060,058 ​ $ 3,178,855 Leasehold improvements ​ 2,486,329 ​ 22,563 Construction-in-process ​ 2,053,335 ​ 309,620 Computers ​ 502,084 ​ 85,071 Furniture and fixtures ​ 245,770 ​ 66,106 Vehicles ​ ​ 44,562 ​ ​ — Total ​ 23,392,138 ​ 3,662,215 Accumulated depreciation ​ (2,953,617) ​ (1,503,736) Property and equipment, net ​ $ 20,438,521 ​ $ 2,158,479 ​ Depreciation expense totaled $1.8 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	8. Goodwill and other intangible assets The Company performs an annual impairment test at the reporting unit level as of April 1st of each fiscal year or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. As of April 1, 2022, the Company qualitatively assessed whether it is more likely than not that the respective fair value of the Company’s reporting units (NightHawk, Pelican, Elusys and Scorpius) were less than its carrying amount, including goodwill. ​ Pelican Goodwill and In-Process R&D ​ Goodwill of $2.2 million and in-process R&D of $5.9 million were recorded in connection with the acquisition of Pelican, as described in Note 4 and have been allocated to the Pelican reporting unit. During the fourth quarter of 2021, due to a sustained decline in the quoted market price of its common stock, the Company performed an interim impairment analysis using the income approach and in-process R&D with a total carrying value of $5.9 million was written down to its estimated fair value of $3.5 million and an impairment charge of $2.4 million during the fourth quarter of 2021 was recorded and goodwill in the amount of $1.5 million was fully impaired. During the third quarter of 2022, the Company elected to terminate any further development of PTX-35. As a result of the termination, the in-process R&D affiliated with PTX-35, in the amount of $3.5 million, has been fully impaired. ​ Elusys Goodwill and Intangible Assets ​ Goodwill of $3.3 million and an intangible asset of $9.7 million was recorded in connection with the acquisition of Elusys which has been allocated to the Elusys reporting unit. During the fourth quarter of 2022, due to a sustained decline in the quoted market price of its common stock, the Company performed an interim goodwill impairment analysis using the income approach. However, through its quantitative analysis, the Company determined the carrying value was not in excess of its estimated fair value and therefore no impairment charge was recorded at December 31, 2022. Elusys’ intangible asset relates to the ANTHIM® formulation and was amortized over its remaining patent life of approximately 80 months. ​ ​ The following table provides the Company’s goodwill, in-process R&D, and intangible assets as of December 31, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-process ​ Intangible ​ Goodwill ​ R&D ​ Assets Balance at December 31, 2020 ​ $ 1,452,338 ​ $ 5,866,000 ​ $ — Impairment ​ ​ (1,452,338) ​ ​ (2,366,000) ​ ​ — Balance at December 31, 2021 ​ — ​ ​ 3,500,000 ​ ​ — Impairment ​ ​ — ​ ​ (3,500,000) ​ ​ — Acquisition of Elusys Therapeutics ​ 5,067,748 ​ ​ — ​ ​ 11,200,000 Measurement period adjustments ​ ​ (1,765,789) ​ ​ — ​ ​ (1,500,000) Amortization ​ ​ — ​ ​ — ​ ​ (1,030,625) Reclassified to discontinued operations ​ ​ (3,301,959) ​ ​ — ​ ​ (8,669,375) Balance at December 31, 2022 ​ $ — ​ $ — ​ $ — ​ .

Accrued Expenses and Other Liab

Accrued Expenses and Other Liabilities	12 Months Ended
	Dec. 31, 2022
Accrued Expenses and Other Liabilities
Accrued Expenses and Other Liabilities	9. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Compensation and related benefits ​ $ 491,191 ​ $ 459,178 Accrued preclinical and clinical trial expenses ​ ​ 953,252 ​ ​ 955,013 Accrued manufacturing expenses ​ ​ 6,133 ​ ​ 179,173 Other expenses ​ 426,025 ​ 631,312 Accrued franchise tax ​ 40,000 ​ 195,000 ​ ​ $ 1,916,601 ​ $ 2,419,676 ​

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	10 . Commitments and Contingencies License Agreements ● University of Miami ● Beginning in 2008, the Company has entered into various agreements with the University of Miami (“UM”) for intellectual and tangible property rights relating to the ImPACT ® , technology activities (“License Agreement 03-31, 05-39” and “License Agreement 97-14”, or collectively “License Agreements”). These license agreements were subsequently assigned to the Company’s subsidiary Heat Biologics I, Inc. (“Heat I”) which issued to UM shares of its common stock representing 7.5% of its common stock. The term of the License Agreements is the length of the last to expire patent, unless terminated earlier. ● The Company agreed to make minimum royalty payments of $10,000 for three years beginning in 2010 that are due on the anniversary date of the agreement for License Agreement 97-14. Beginning in 2013, and thereafter for the life of the agreement, the minimum royalty payment shall be $20,000 due on the same date. In July 2016, the Company and UM entered into an amendment which replaced the milestone payment of $250,000 by approval of a Biologics License Application (“BLA”) for the lung cancer vaccine with a payment of $500,000 upon approval of a New Drug Application (“NDA”) for a lung cancer vaccine covered by Patent Rights. ● In August 2009, Heat I and UM entered into a second amendment (“Amendment 2”) to License Agreement UMSS-114A to extend the foregoing payment due dates for all past due license fees and patent costs. ● On February 18, 2011, Heat I entered into a license agreement (“SS114A”) with UM to obtain additional technology related to License Agreement 97-14. Heat I agreed to reimburse UM for all past patent costs of $37,381 . As partial consideration for SS114A, Heat I agreed to grant back certain exclusive rights to UM. ● In addition, Heat entered into an agreement for “Modified Heat Shock Proteins-Antigenic Peptide Complex” with UM in September 2014 for a cancer cell line where UM agreed not to license the cell line to third parties while the Company is in good standing and in compliance of its patent license agreements with UM relating to our ImPACT ® platform. There is no financial obligation on the Company’s part under the arrangement. ● On October 25, 2016, the Company entered into an exclusive license agreement with UM for the license and development of intellectual property related to its gp96 platform to target the Zika virus and other infectious diseases. As consideration for the rights granted in this license agreement the Company is obligated to pay UM an upfront license fee of $20,000 and nominal annual maintenance fees over the initial ten years that total $82,000 and increasing thereafter. The Company is obligated to pay royalties equal to a percentage (mid-single digits) of net sales of products covered by the patent-related rights, subject to reduction if additional licenses from third parties are required to commercialize licensed products. ● On December 7, 2020, the Company entered into separate amendments to its existing three license agreements with the University of Miami to extend to December 31, 2025, the date by which the University of Miami may terminate the license agreements if by such date the Company will not have introduced a licensed product into the commercial marketplace in one of the three major markets (European Union, Japan and the United States) or will not have made best efforts to achieve the same. The three license agreements so amended are: (i) License Agreement (UMSS-114 (previously UM 97-14)) between the University of Miami and Heat Biologics, Inc. effective July 11, 2008, (ii) License Agreement (D-107) between the University of Miami and Heat I, Inc. effective February 18, 2011, and (iii) License Agreement (UMSS-114A) between the University of Miami and Heat I, Inc. effective February 18, 2011. ● University of Miami - Pelican ● For each agreement, the Company agreed to make minimum royalty payments of $10,000 for three years beginning in 2010 due on the anniversary date of the agreements to the University of Miami. Beginning in 2013, and thereafter for the life of the agreements, the minimum royalty payments shall be $20,000 due on the same date. License 03­31, 05­39: ● Pelican is obligated to make milestone payments as follows: $150,000 due upon submission and approval of an IND and the completion of a Phase 1 clinical trial and $250,000 due upon the earlier of May 2024 or approval of an NDA. The Company has the right to terminate this Agreement without obligation for future unpaid milestones. ● In August 2009, Pelican and UM entered into a second amendment (“Amendment 2”) to License Agreement 03­31, 05­39 to extend the foregoing payment due dates for all past due license fees and patent costs. ● In February 2010, Pelican and UM entered into a third amendment (“Amendment 3”) to License Agreement 03­31, 05­39 to grant back to UM a certain non­exclusive license. In all other respects, the original agreement remained the same. ● In October 2010, Pelican and UM entered into a fourth amendment (“Amendment 4”) to License Agreement 03­31, 05­39 to grant to the licensor a non­exclusive license right for certain technology as research reagents and research tools. License I­176: ● On December 12, 2010, Pelican entered into another license agreement (“I­176”) with UM for one component of complimentary technology to the July 11, 2008 agreement. Pelican agreed to pay UM a license fee of $50,000 and a reimbursement of $15,797 for past patent fees. Pelican also agreed to make a minimum royalty payment of $10,000 during 2012 through 2014 and then $20,000 every year thereafter. Pelican is obligated to make milestone payments as follows: $150,000 due upon submission and approval of an IND and the completion of a Phase 1 clinical trial and $500,000 due upon the earlier of May 2024 or approval of an NDA. The Company has the right to terminate this Agreement without obligation for future unpaid milestones. ● In August 2012, Pelican and UM entered into a second amendment (“I­176 Amendment 2”) to License Agreement I­176 to extend the foregoing payment due dates for all past due license fees and patent costs. ● On December 7, 2020, the Company entered into a separate amendment to License Agreement (UMI-176) between the University of Miami and Heat Biologics, Inc. effective December 12, 2010, to extend to December 31, 2025, the date by which the University of Miami may terminate the license agreements if by such date the Company will not have introduced a licensed product into the commercial marketplace in one of the three major markets (European Union, Japan and the United States) or will not have made best efforts to achieve the same. ● Other License Agreements ● On April 12, 2011, the Company entered into a non-exclusive evaluation and biological material license agreement with a not-for-profit corporation for evaluation and production of vaccines. In consideration for the licenses, the Company agreed to pay the not-for-profit corporation a fee of $5,000 and $50,000 , respectively. The Company has the option to renew the license once the original term has expired. Milestone payments are due upon certain events agreed upon by Heat and the not-for-profit corporation. In December 2015, the Company amended the evaluation and biological material license agreement to add additional cell lines in exchange for a one-time payment of $1,000 . ● On August 30, 2010, the Company entered into an option agreement with the University of Michigan (“University”) to acquire the right to negotiate an exclusive license for certain materials which include cancer cells and all unmodified derivatives of these cells. An option fee of $2,000 was paid on September 8, 2010 to grant a period of nine months for this consideration. In July 2011, the Company exercised the option to acquire the license for $10,000 . ● In June 2016, the Company entered into an exclusive license agreement with Shattuck Labs, Inc. (“Shattuck”) pursuant to which the Company licensed certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases that were not being developed by us. Shattuck paid the Company an initial license fee of $50,000 and is obligated to pay the Company fees upon its receipt of sublicensing income, achievement of certain milestones and royalties upon sales of commercial products. Inasmuch as the technology that the Company out-licensed is in the early stages of development and there is a low likelihood of success for any technology at such stage, there can be no assurance that any products will be developed by Shattuck or that the Company will derive any revenue from Shattuck. ● On December 31, 2020, Zolovax , Inc. (“Zolovax”), a wholly-owned subsidiary of Heat Biologics, Inc. entered into an Exclusive License Agreement with the University of Miami for the license and development of a portfolio of patents leveraging its UMIP-510 platform to target the COVID-19 virus and other infectious diseases. The License Agreement grants Zolovax exclusive, worldwide rights to research, develop, make, use or sell Licensed Products (as defined in the License Agreement) based upon patent-related rights. The term of the license is the later of the length of the last to expire patent or fifteen (15) years from the date of the first sale of a Licensed Product unless terminated earlier. As consideration for the rights granted in the License Agreement, Zolovax paid an upfront fee of $2,500 , is obligated to pay certain annual payments and to pay royalties equal to a percentage (in the low-to-mid single digits) of net sales of Licensed Products. These royalty rates are subject to reduction if additional license rights from third parties are required to commercialize the Licensed Products. Future minimum royalty payments by the Company for licenses as of December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2023 ​ $ 74,000 2024 ​ 775,000 2025 ​ 25,000 2026 ​ ​ 50,000 Total ​ $ 924,000 ​ Manufacturing Commitments We relied on Lonza, a third party manufacturer, to produce our commercial quantities of our ANTHIM® substance requirements. We had firm orders with Lonza for future purchases of drug substance, with remaining total non-cancellable future commitments of approximately $53.0 million through 2025. If we terminate certain firm orders with Lonza without cause, we will be required to pay for drug substance scheduled for manufactureunder our arrangement. This commitment solely relates to the Elusys business unit and is not a commitment of the company’s continuing operations. ​

Revenue

Revenue	12 Months Ended
	Dec. 31, 2022
Revenue
Revenue	11. Revenue Product Sales On April 19, 2022, Elusys entered into a contract with Public Works and Government Services of Canada to deliver 3,000 vials of ANTHIM® for treatment of inhalational anthrax due to Bacillus anthrax. The total contract award is $6.0 million with a delivery date on or before September 30, 2022. This order was fulfilled on September 13, 2022 for the total contract amount of $6.0 million. This sale has been included as a component of the loss from discontinued operations before income taxes in the consolidated statements of operations and comprehensive loss. Grant Revenue In June 2016, Pelican entered into a cancer research grant contract (“Grant Contract”) with CPRIT, The grant is subject to customary CPRIT funding conditions including a matching funds requirement where Pelican will match $0.50 for every $1.00 from CPRIT. Consequently, Pelican is required to provide $7.6 million in matching funds over the life of the project. Upon commercialization of the product, the terms of the grant require Pelican to pay tiered ​ Through December 31, 2022, $15.2 million of grant funding received to date has been recognized as revenue. As of December 31, 2022, we had a grant receivable balance of $1.5 million for CPRIT proceeds not yet received but for which the costs had been incurred or the conditions of the award had been met. At the conclusion of the grant the Company will be subject to an audit by CPRIT before the final grant payment can be approved and distributed. The Company believes this will not be finalized until the end of 2023. ​ ​

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity
Stockholders' Equity	12. Stockholders’ Equity Authorized Capital NightHawk has authorized 10,000,000 shares of Preferred Stock (par value $0.0001) as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, there were no outstanding shares of Preferred Stock. NightHawk had 250,000,000 shares of common stock (par value $0.0002) authorized as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, 25,661,488 and 25,649,824 common stock shares were issued outstanding At-The-Market-Offering From January 1, 2021 to December 31, 2021 the Company sold 2,106,027 shares of common stock under the Common Stock Sales Agreement, and the Amended and Restated Common Stock Sales Agreement, at an average price of approximately $12.18 per share, raising aggregate net proceeds of approximately $25.6 million, after deducting an aggregate commission up to 3%. No shares of common stock were sold under the Common Stock Sales Agreement, or the Amended and Restated Common Stock Sales Agreement during the year ended December 31, 2022. Common Stock Warrants In connection with the November 26, 2018 public offering, the Company issued 657,142 common stock warrants each of which are exercisable for one share of common stock. The common stock warrants have an exercise price of $11.55 per share and expire five years In connection with the May 7, 2018 public offering, the Company issued 1,357,142 pre-funded warrants and 1,026,785 common stock warrants each of which are exercisable for one share of common stock. The pre-funded warrants had an exercise price of $0.07 per share and as of December 31, 2019 all pre-funded warrants have been exercised. The common stock warrants have an exercise price of $11.09 per share and expire five years In January 2021, the Company issued 31,000 common stock warrants each of which are exercisable for one share of common stock. The common stock warrants have an exercise price of $5.78 per share and expire two years During the year ended December 31, 2022, no common stock warrants have been issued exchanged exchanged ​ The Company has a total of 747,383 warrants outstanding at a weighted average exercise price of $11.06 to purchase its common stock as of December 31, 2022. These warrants are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance Date Number of Shares Exercise Price Expiration Date 5/7/2018 403,025 ​ $ 11.09 5/8/2023 11/26/2018 313,358 ​ $ 11.55 11/26/2023 1/28/2021 31,000 ​ $ 5.78 1/28/2023 ​ Equity Compensation Plans 2009 Stock Incentive Plan In 2009, the Company adopted the Heat Biologics, Inc. 2009 Stock Option Plan (the “2009 Plan”), under which stock options to acquire 21,739 common shares could be granted to key employees, directors, and independent contractors. Under the 2009 Plan, both incentive and non-qualified stock options could be granted under terms and conditions established by the Board of Directors. The exercise price for incentive stock options was the fair market value of the related common stock on the date the stock option was granted. Stock options granted under the 2009 Plan generally have terms of 10 years The Company amended the 2009 Stock Option Plan and all related addendum agreements in April 2011. This second amendment increased the number of shares available for issuance from 21,739 to 65,217. The Company amended the 2009 Plan to increase the number of shares available for issuance to 86,957. The 2009 Plan expired in September 2019, however all options outstanding at the time of expiration remained outstanding and exercisable by their term. As of December 31, 2022 and 2021, there were 1,135 and 2,622 stock options outstanding under the 2009 Plan, respectively. 2014 Stock Incentive Plan In June 2014, the stockholders approved the Heat Biologics, Inc. 2014 Stock Option Plan (the “2014 Plan”), under which the Company is authorized to grant 50,000 awards in the form of both incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the 2014 Plan. In 2015, the stockholders approved an amendment to the Plan to increase the number of shares by 60,000 and in 2016, the stockholders approved an amendment that allowed the Company to grant up to 300,000 awards in total. As of December 31, 2022 and 2021, there were 17,385 and 21,368 stock options outstanding under the 2014 Plan, respectively. 2017 Stock Incentive Plan In June 2017, the stockholders approved the Heat Biologics, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), under which the Company is authorized to grant 500,000 awards in the form of both incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the 2017 Plan. As of December 31, 2022 and 2021 there were 31,018 and 38,227 stock options outstanding under the 2017 Plan, respectively. 2018 Stock Incentive Plan In October 2018, the stockholders approved the Heat Biologics, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), under which the Company is authorized to grant 571,428 awards in the form of both incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the 2018 Plan. At our 2019 Annual Meeting of Stockholders, the stockholders approved an amendment to the 2018 Plan to increase the number of shares by 571,428. ​ 2021 Subsidiaries Stock Incentive Plan In July 2021, the stockholders approved the Company’s 2021 Subsidiaries Stock Incentive Plan (the “SSIP”) which allows for the grant of equity interests in subsidiaries of the Company including Skunkworx, Scorpius, Abacus, Blackhawk and other newly formed subsidiaries of the Company that adopt the SSIP by resolution of their Board of Directors. On August 2, 2021, the Board of Directors, the Compensation Committee and the Boards of Directors of Skunkworx, Scorpius, Abacus and Blackhawk granted to Jeff Wolf, Chief Executive Officer, an option under the SSIP to purchase 10,526, 10,638, 10,526 and 10,526 shares of common stock of Skunkworx, Scorpius, Abacus and Blackhawk, respectively, and to William Ostrander, Chief Financial Officer, an option under the SSIP to purchase 2,127 shares of common stock of Scorpius. In addition, at its 2022 Annual Meeting for Stockholders, the stockholders approved adding Elusys as a participating subsidiary in the SSIP and increasing the numbers of shares that each participating subsidiary may issue under the SSIP. As of December 31, 2022 and 2021 there were 31,578 and 44,343 stock options outstanding under the 2021 SSIP plan, respectively. ​ 2021 Employee Stock Option Plan The ESPP was approved at the Company’s annual meeting of stockholders in September 2021. The ESPP currently authorizes an aggregate of 500,000 shares of common stock to be purchased. The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15% of their compensation, at 85% of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period. At December 31, 2022, there were 488,336 shares available for issuance under the ESPP. ​ There are 547,763 stock options remaining available for grant under the 2014 Plan, 2017 Plan, 2018 Plan and 2021 Plans (collectively, the “Plans”). The following table summarizes the components of the Company’s stock-based compensation included in net loss: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ ​ December 31, ​ 2022 2021 Employee stock options ​ $ 2,782,694 ​ $ 1,136,843 Non-employee stock options ​ 1,114,894 ​ 1,294,279 Employee stock awards ​ 169,571 ​ 2,903,463 Non-employee stock awards ​ 18,578 ​ 834,396 ​ ​ $ 4,085,737 ​ $ 6,168,981 ​ Accounting for Stock-Based Compensation: Stock Compensation Expense - For the years ended December 31, 2022, and 2021, we recorded $4,085,737 , and $6,168,981 of stock-based compensation expense, respectively. No compensation expense of employees with stock awards was capitalized during the years ended December 31, 2022 and 2021. Stock Options - Under the Plans, we have issued stock options. A stock option granted gives the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time. We typically issue options that vest over four years in equal installments beginning on the first anniversary of the date of grant. Under the terms of the Plans, the contractual life of the option grants may not exceed ten years . During the years ended December 31, 2022, and 2021, we issued options that expire ten years from the date of grant. Fair Value Determination - ​ The following weighted-average assumptions were used for option grants during the years ended December 31, 2022 and 2021: ​ ● Volatility – The Company used an average historical stock price volatility of its own data plus an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms. ​ ● Expected life of options – The expected term represents the period that the Company’s stock option grants are expected to be outstanding. The Company elected to utilize the “simplified” method to estimate the expected term as the company does not have sufficient appropriate exercise data on which to base its estimate. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. ​ ● Risk-free interest rate – The rate is based on U.S. Treasury interest rates at the time of the grant whose term is consistent with the expected life of the stock options. ​ ● Dividend yield – The expected dividend yield was considered to be 0% in the option pricing formula since the Company had not paid any dividends and had no plan to do so in the future. ​ ● Forfeitures – The Company’s policy is to account for forfeitures as they occur. ​ The following table summarizes assumptions used in our calculations of fair value for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ 2021 ​ Dividend yield — % ​ — % Expected volatility 100.85-105.09 % ​ 99.34-104.61 % Risk-free interest rate 1.95-3.61 % ​ 0.36-1.36 % Expected lives (years) 5.3-6.1 years ​ 5.0-6.1 years ​ Stock Option Activity - The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ Average Aggregate Average ​ ​ ​ ​ Exercise Intrinsic Remaining ​ ​ Shares ​ Price Value Contractual Life Stock options outstanding at December 31, 2020 ​ 1,480,139 ​ $ 11.05 ​ $ 403,743 ​ ​ ​ Granted ​ 1,674,153 ​ ​ 4.65 ​ ​ ​ ​ ​ ​ Exercised ​ (70,967) ​ ​ 6.53 ​ $ — ​ ​ ​ Expired ​ (49,532) ​ ​ 14.26 ​ ​ ​ ​ ​ ​ Forfeited ​ (79,478) ​ ​ 5.55 ​ ​ ​ ​ ​ ​ Stock options outstanding at December 31, 2021 ​ 2,954,315 ​ ​ 7.62 ​ $ 100,419 ​ ​ ​ Granted 4,307,599 ​ ​ 1.10 ​ ​ ​ ​ ​ ​ Exercised ​ (12,765) ​ ​ 1.30 ​ $ — ​ ​ ​ Expired (82,253) ​ ​ 10.20 ​ ​ ​ ​ ​ ​ Forfeited (130,022) ​ ​ 4.44 ​ ​ ​ ​ ​ ​ Stock options outstanding at December 31, 2022 7,036,874 ​ $ 3.67 ​ $ 16,842 ​ 9.1 Years Stock options exercisable at December 31, 2022 ​ 1,680,455 ​ $ 9.63 ​ $ 16,841 ​ 7.5 Years ​ Unrecognized compensation expense related to unvested stock options was $5.4 million as of December 31, 2022, which is expected to be recognized over a weighted-average period of 1.30 years and will be adjusted for forfeitures as they occur. ​ Restricted Stock Restricted Stock Activity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Shares ​ Fair Value Restricted stock at December 31, 2020 ​ 239,928 ​ $ 4.02 Granted ​ 678,490 ​ ​ 5.09 Vested ​ (548,248) ​ ​ 4.88 Restricted stock at December 31, 2021 ​ 370,170 ​ ​ 4.71 Vested ​ (336,169) ​ ​ 4.86 Restricted stock at December 31, 2022 ​ 34,001 ​ $ 3.22 ​ The aggregate fair value of awards that vested during the years ended December 31, 2022 and 2021 was $1.6 million and $2.2 million. ​ RSUs one ​ The following table summarizes the RSU activity during the year ended December 31, 2021. There was no RSU activity during the year ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Shares ​ Fair Value RSUs at December 31, 2020 ​ 1,900 ​ $ 26.60 Vested ​ (1,900) ​ ​ 26.60 RSUs at December 31, 2021 ​ — ​ $ — ​

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax
Income Tax	13 . Income Tax The components of income tax benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Current Expense: ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ — ​ — ​ ​ — ​ — Deferred Expense: ​ ​ Federal ​ $ (215,937) ​ $ (145,974) State ​ — ​ — Foreign ​ — ​ — Total ​ $ (215,937) ​ $ (145,974) ​ The differences between the company’s income tax benefit and the expense computed at the 21% United States statutory income tax rate were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Federal income tax expense at statutory rate: ​ $ (8,734,000) ​ $ (7,465,000) Increase (reduction) in income tax resulting from: ​ ​ ​ State income taxes ​ (146,000) ​ 556,000 Foreign rate differential ​ (19,000) ​ (16,000) Nondeductible expenses ​ 1,000 ​ 1,000 Research and development credit ​ (1,312,000) ​ (836,000) Stock based compensation ​ 192,000 ​ 164,000 Excess executive compensation ​ 9,000 ​ 259,000 Goodwill impairment ​ ​ — ​ ​ 305,000 Reserve for loss carryforwards limited by Sec. 382 ​ ​ 8,000 ​ ​ 8,000 Other ​ 65,063 ​ (32,974) Increase in valuation allowance ​ 9,720,000 ​ 6,911,000 ​ ​ $ (215,937) ​ $ (145,974) ​ The tax effects of temporary differences and operating loss carryforwards that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating losses ​ $ 24,542,949 ​ $ 17,830,889 R&D credits ​ 3,822,392 ​ 2,538,168 Stock compensation ​ 2,974,242 ​ 2,344,902 Contingent consideration ​ — ​ 767,763 Deferred revenue ​ ​ 7,465 ​ ​ 8,039 Section 174 costs ​ ​ 4,041,814 ​ ​ — Unrealized gains/losses ​ 583,683 ​ 210,300 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets ​ 35,972,545 ​ 23,700,061 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ Intangible assets ​ — ​ (803,937) Property, plant and equipment, primarily due to differences in depreciation ​ (553,840) ​ (83,122) Lease liability ​ ​ (2,732,712) ​ ​ (78,035) Other ​ (99,272) ​ (83,931) ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ (3,385,824) ​ (1,049,025) ​ ​ ​ ​ ​ ​ ​ Valuation allowance ​ (32,586,721) ​ (22,866,973) ​ ​ ​ ​ ​ ​ ​ Net deferred tax (liabilities) ​ $ — ​ $ (215,937) ​ At December 31, 2022 and December 31, 2021, the Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and management’s forecast of future taxable income, and, as a result, determined it was more likely than not that federal and state deferred tax assets, including benefits related to net operating loss carryforwards, would not be realized. The company completed a 382 analysis to determine any limitations on the annual usage of their NOL carryforwards (discussed in further detail below). The allowance increased to $32,586,721 at December 31, 2022. Net Operating Losses created in years beginning after 2017 now only offset 80% of Taxable Income but no longer have a 20 year expiration. As such, NOL’s created after 2017 can be used to offset indefinite lived liabilities up to 80%. ​ At December 31, 2022, the Company has federal net operating loss carryforwards of approximately $174,285,827, including $3,027,284 acquired from Pelican Therapeutics. However, due to Section 382 limitations (discussed in further detail below), only $116,493,744 of the NOLs are available to offset future taxable income. The federal net operating loss carryforwards begin to expire in 2029. The Company has various state net operating loss carryforwards totaling approximately $124,461,888 including $2,464,819 from Pelican Therapeutics, which are available to offset future state taxable income. State net operating losses begin to expire in 2024. On November 15, 2021, the North Carolina General Assembly passed Senate Bill 105 eliminating the current 2.5% corporate income tax by phased lowering of the rate from 2025 – 2030. A reserve has been set up for North Carolina NOLs that are not expected to be used by 2030. The Company has various foreign net operating loss carryforwards of $125,097. The foreign net operating loss carryforwards are carried forward indefinitely. Because the Company has incurred cumulative net operating losses since inception, all tax years remain open to examination by U.S. federal, state, and foreign income tax authorities. ​ In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered ‘more-likely-than-not’ that the position taken will be sustained by a taxing authority. As of December 31, 2022, and 2021, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company’s effective income tax rate associated with these items. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying statements of income. As of December 31, 2022 and 2021, the Company had no such accruals ​ The Company files income tax returns in the United States, various state and foreign jurisdictions. The Company was subject to examination by taxing authorities for the tax years ended December 31, 2009 through 2021. Potential 382 Limitation The Company’s ability to utilize its NOL and research and development (R&D) credit carryforwards may be substantially limited due to ownership changes that have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. ​ The Company completed a Section 382 study during 2021. It was determined that the Company has experienced five ownership changes of over 50% since 2013, the latest occurring on June 30, 2020. Going forward, the utilization of loss carryforwards and tax credits generated before June 30, 2020 will be subject to an annual limitation. As a result of the ownership changes and limitations, $58,181,799 of federal NOLs and approximately $2,935,000 of federal R&D credits will expire unutilized, in addition to Section 382 limits on Pelican already in place.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases
Leases	​ 14. Leases ​ The Company accounts for its leases under ASC 842, “Leases” ​ The Company conducts its operations from leased facilities in Morrisville, North Carolina; San Antonio, Texas; Parsippany, New Jersey and North Brunswick, New Jersey. The North Carolina lease will expire in 2030, the Texas lease will expire in 2037, the Parsippany and New Brunswick leases will expire in July 2023. The leases are for general office space, manufacturing space, and lab space and require the Company to pay property taxes, insurance, common area expenses and maintenance costs. ​ In June 2021, the Company entered into a lease agreement with Durham KTP Tech 7, LLC, to lease a 15,996 square foot facility in Morrisville, North Carolina to expand its research and development activities. The lease has a term of eight years following the commencement date and provides the Company the option to extend the lease term for one five year term, however option to extend was not included in the ROU asset and liability. It is subject to fixed rate escalation increases and also provides up to $2.4 million for tenant improvements. NightHawk recorded an operating lease right-of-use asset of $5.6 million and lease liability of $3.2 million for this lease in the accompanying consolidated balance sheets. ​ In October 2021, Scorpius entered into a lease agreement with Merchants Ice II, LLC to lease a 20,144 square foot facility in San Antonio, TX for general office, laboratory, research, analytical, and/or biomanufacturing purposes. Merchants Ice II, LLC is a nonprofit entity investing in the building with the intention to encourage development of emerging technologies. As a result, investments made by both Merchants Ice II, LLC and Scorpius into the building may qualify and share tax credits under the New Market Tax Credit (“NMTC”) program. Scorpius agreed that all investments and expenditures qualifying under the NMTC (i.e., certain equipment and building improvements) would be purchased by Merchants Ice II, LLC to generate the largest possible tax incentive and Scorpius would reimburse Merchants Ice II, LLC for these payments. The lease officially commenced on September 15, 2022. As of December 31, 2022, Scorpius has reimbursed Merchants Ice II, LLC $24.3 million. Based on ASC 842, the Company has capitalized $13.2 million of the reimbursements as lab equipment, expensed $0.9 million as supplies and facilities, and $10.2 million has been included in the finance lease right-of-use asset. lease right-of-use asset of $15.1 million and lease liability of $5.1 million for this lease in the accompanying consolidated balance sheets. ​ Total cash paid for operating leases during the years ended December 31, 2022 and 2021 was $0.8 million and $0.4 million and is included within cash flows from operating activities within the consolidated statements of cash flows. ​ The Company leases furniture and specialized lab equipment under finance leases. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. The effective interest rate was 5.80% and 5.30% for the years ended December 31, 2022 and 2021. ​ The Company’s lease cost reflected in the accompanying statements of operations and comprehensive loss is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ For the Year Ended December 31, 2021 Operating lease cost ​ $ 732,767 ​ $ 474,135 Finance lease cost ​ ​ ​ ​ ​ ​ Amortization of lease assets ​ ​ 656,794 ​ ​ 185,171 Interest on lease liabilities ​ ​ 181,667 ​ ​ 21,970 Total finance lease cost ​ $ 838,461 ​ $ 207,141 ​ The weighted average remaining lease term and incremental borrowing rate as of December 31, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ For the Year Ended December 31, 2021 ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 7.3 years ​ 5.0 years Finance leases ​ ​ 13.3 years ​ 2.0 years Weighted average incremental borrowing rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 9.37 % ​ 6.32 % Finance leases ​ ​ 9.60 % ​ 5.30 % ​ Maturities of operating and finance lease liabilities as of December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases Total 2023 ​ ​ 697,675 ​ ​ 769,621 ​ ​ 1,467,296 2024 ​ ​ 618,918 ​ ​ 812,383 ​ ​ 1,431,301 2025 ​ ​ 635,180 ​ ​ 715,782 ​ ​ 1,350,962 2026 ​ ​ 575,349 ​ ​ 595,309 ​ ​ 1,170,658 2027 ​ ​ 592,572 ​ ​ 615,269 ​ ​ 1,207,841 2028 ​ ​ 610,407 ​ ​ 635,827 ​ ​ 1,246,234 Thereafter ​ ​ 1,165,655 ​ ​ 7,080,308 ​ ​ 8,245,963 Total minimum lease payments ​ ​ 4,895,756 ​ ​ 11,224,499 ​ ​ 16,120,255 Less: imputed interest ​ ​ (1,418,014) ​ ​ (5,403,417) ​ ​ (6,821,431) Present value of lease liabilities ​ $ 3,477,742 ​ $ 5,821,082 ​ $ 9,298,824 ​

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	15. Related Party Transactions Prior to acquisition, Jeffrey Wolf, President, Chief Executive Officer and Chairman of the Board of Directors, was a director of Elusys and directly and through affiliated entities owned approximately 1.2% of the outstanding stock of Elusys, in the form of common stock, which is subordinate in terms of distributions to the Elusys preferred stock. Common stockholders are not expected to receive any future payments as presently it seems most, if not all, of such payments will also be paid to the preferred stockholders of Elusys.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2022
Net Loss Per Share
Net Loss Per Share	16. Net Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of stock options, restricted stock units, and warrants that are computed using the treasury stock method. For the years ended December 31, 2022 and 2021, all of the Company’s common stock options, unvested restricted stock units and warrants are anti-dilutive and therefore have been excluded from the diluted net loss per common share calculation. The following table reconciles net loss to net loss attributable to NightHawk Biosciences, Inc.: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ 2022 2021 Net loss ​ $ (43,862,197) ​ $ (35,400,807) Net loss - Non-controlling interest ​ (427,491) ​ (329,339) Net loss attributable to NightHawk ​ $ (43,434,706) ​ $ (35,071,468) ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding, basic and diluted ​ 25,606,326 ​ 24,913,942 ​ ​ ​ ​ ​ ​ ​ Net loss per share, basic and diluted - continuing operations ​ $ (1.60) ​ $ (1.41) Net loss per share, basic and diluted - discontinued operations ​ ​ (0.10) ​ ​ — Net loss per common share attributable to NightHawk Biosciences, Inc., basic and diluted ​ $ (1.70) ​ $ (1.41) ​ The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ 2022 2021 Outstanding stock options 7,036,874 2,954,315 Restricted stock subject to forfeiture and restricted stock units 34,001 370,170 Outstanding common stock warrants 747,383 747,383 ​

Quarterly Financial Data (Unaud

Quarterly Financial Data (Unaudited and restated)	12 Months Ended
	Dec. 31, 2022
Quarterly Financial Data (Unaudited and restated)
Quarterly Financial Data (Unaudited and restated)	17. Quarterly Financial Data (Unaudited and restated) The Company is providing restated quarterly unaudited consolidated financial information for interim periods June 30, 2022 and September 30, 2022 as a result in an error of income taxes. This section has also been updated for the effects of discontinued operations of the Elusys business. The restated consolidated balance sheet line items for the second through third fiscal quarters of 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Deferred tax liability ​ $ 3,541,937 ​ $ (3,326,000) ​ $ 215,937 ​ $ — ​ $ 215,937 Total Liabilities ​ ​ 36,467,130 ​ ​ (3,326,000) ​ ​ 33,141,130 ​ ​ — ​ ​ 33,141,130 Accumulated deficit ​ ​ (183,996,826) ​ ​ 3,326,000 ​ ​ (180,670,826) ​ ​ — ​ ​ (180,670,826) Total Stockholders' Equity - NightHawk Biosciences, Inc. ​ ​ 96,638,241 ​ ​ 3,326,000 ​ ​ 99,964,241 ​ ​ — ​ ​ 99,964,241 Total Stockholders' Equity ​ $ 95,387,663 ​ $ 3,326,000 ​ $ 98,713,663 ​ $ — ​ $ 98,713,663 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ ​ As Previously Reported ​ Adjustments ​ As Restated ​ Reclass for Discontinued Operations Revised Goodwill ​ $ 3,467,747 ​ $ (253,000) ​ $ 3,214,747 ​ $ (3,214,747) ​ $ — Total Assets ​ 120,164,913 ​ (253,000) ​ 119,911,913 ​ — ​ 119,911,913 Deferred tax liability ​ 3,326,000 ​ (3,326,000) ​ — ​ — ​ — Total Liabilities ​ 37,039,187 ​ (3,326,000) ​ 33,713,187 ​ — ​ 33,713,187 Accumulated deficit ​ (197,002,176) ​ 3,073,000 ​ (193,929,176) ​ — ​ (193,929,176) Total Stockholders' Equity - NightHawk Biosciences, Inc. ​ 84,465,725 ​ 3,073,000 ​ 87,538,725 ​ — ​ 87,538,725 Total Stockholders' Equity ​ 83,125,726 ​ 3,073,000 ​ 86,198,726 ​ — ​ 86,198,726 Total Liabilities and Stockholders' Equity ​ $ 120,164,913 ​ $ (253,000) ​ $ 119,911,913 ​ $ — ​ $ 119,911,913 ​ The restated items of the consolidated statements of operations and comprehensive loss for : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit ​ $ — ​ $ 3,326,000 ​ $ 3,326,000 ​ $ (3,326,000) ​ $ — Net loss from continuing operations ​ ​ (10,263,910) ​ ​ 3,326,000 ​ ​ (6,937,910) ​ ​ (2,095,160) ​ ​ (9,033,070) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,230,840) ​ ​ (1,230,840) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,326,000 ​ ​ 3,326,000 Net loss ​ ​ (10,263,910) ​ ​ 3,326,000 ​ ​ (6,937,910) ​ ​ — ​ ​ (6,937,910) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (10,157,286) ​ ​ 3,326,000 ​ ​ (6,831,286) ​ ​ — ​ ​ (6,831,286) Net loss per share, basic and diluted from continuing operations ​ $ (0.40) ​ $ 0.13 ​ $ (0.27) ​ $ (0.08) ​ $ (0.35) Net loss per share, basic and diluted from discontinued operations ​ $ — ​ $ — ​ $ — ​ $ 0.08 ​ $ 0.08 Total comprehensive loss ​ ​ (10,114,055) ​ ​ 3,326,000 ​ ​ (6,788,055) ​ ​ — ​ ​ (6,788,055) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (10,007,431) ​ $ 3,326,000 ​ $ (6,681,431) ​ $ — ​ $ (6,681,431) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit ​ $ - ​ $ 3,326,000 ​ $ 3,326,000 ​ $ (3,326,000) ​ $ — Net loss from continuing operations ​ ​ (18,453,708) ​ ​ 3,326,000 ​ ​ (15,127,708) ​ ​ (2,095,160) ​ ​ (17,222,868) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,230,840) ​ ​ (1,230,840) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,326,000 ​ ​ 3,326,000 Net loss ​ ​ (18,453,708) ​ ​ 3,326,000 ​ ​ (15,127,708) ​ ​ — ​ ​ (15,127,708) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (18,277,873) ​ ​ 3,326,000 ​ ​ (14,951,873) ​ ​ — ​ ​ (14,951,873) Net loss per share, basic and diluted from continuing operations ​ $ (0.71) ​ $ 0.13 ​ $ (0.58) ​ $ (0.09) ​ $ (0.67) Net loss per share, basic and diluted from discontinued operations ​ $ — ​ $ — ​ $ — ​ $ 0.08 ​ $ 0.08 Total comprehensive loss ​ ​ (18,359,122) ​ ​ 3,326,000 ​ ​ (15,033,122) ​ ​ — ​ ​ (15,033,122) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (18,183,287) ​ $ 3,326,000 ​ $ (14,857,287) ​ $ — ​ $ (14,857,287) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended September 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit (expense) ​ $ 215,937 ​ $ (253,000) ​ $ (37,063) ​ $ 253,000 ​ $ 215,937 Net loss from continuing operations ​ ​ (13,094,771) ​ ​ (253,000) ​ ​ (13,347,771) ​ ​ 2,953,943 ​ ​ (10,393,828) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (2,700,943) ​ ​ (2,700,943) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ (253,000) ​ ​ (253,000) Net Loss ​ ​ (13,094,771) ​ ​ (253,000) ​ ​ (13,347,771) ​ ​ — ​ ​ (13,347,771) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (13,005,350) ​ ​ (253,000) ​ ​ (13,258,350) ​ ​ — ​ ​ (13,258,350) Net loss per share, basic and diluted - continuing operations ​ $ (0.51) ​ $ (0.01) ​ $ (0.52) ​ $ 0.12 ​ $ (0.40) Net loss per share, basic and diluted - discontinued operations ​ $ — ​ $ — ​ $ — ​ $ (0.12) ​ $ (0.12) Total comprehensive loss ​ ​ (12,979,112) ​ ​ (253,000) ​ ​ (13,232,112) ​ ​ — ​ ​ (13,232,112) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (12,889,691) ​ $ (253,000) ​ $ (13,142,691) ​ $ — ​ $ (13,142,691) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit (expense) ​ $ 215,937 ​ $ 3,073,000 ​ $ 3,288,937 ​ $ (3,073,000) ​ $ 215,937 Net loss from continuing operations ​ ​ (31,548,479) ​ ​ 3,073,000 ​ ​ (28,475,479) ​ ​ 858,782 ​ ​ (27,616,697) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (3,931,782) ​ ​ (3,931,782) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,073,000 ​ ​ 3,073,000 Net Loss ​ ​ (31,548,479) ​ ​ 3,073,000 ​ ​ (28,475,479) ​ ​ — ​ ​ (28,475,479) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (31,283,223) ​ ​ 3,073,000 ​ ​ (28,210,223) ​ ​ — ​ ​ (28,210,223) Net loss per share, basic and diluted - continuing operations ​ $ (1.22) ​ $ 0.12 ​ $ (1.10) ​ $ 0.03 ​ $ (1.07) Net loss per share, basic and diluted - discontinued operations ​ $ — ​ $ — ​ $ — ​ $ (0.03) ​ $ (0.03) Total comprehensive loss ​ ​ (31,338,234) ​ ​ 3,073,000 ​ ​ (28,265,234) ​ ​ — ​ ​ (28,265,234) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (31,072,978) ​ $ 3,073,000 ​ $ (27,999,978) ​ $ — ​ $ (27,999,978) ​ While the adjustments changed the deferred tax liability line item in the unaudited consolidated statements of cash flows, they did not have an impact on total net cash provided by operating activities, net cash used in investing activities, or net cash (used in) provided by financing activities for any of the applicable periods. ​ The restated line items of the unaudited consolidated statements of cash flows for the second through third fiscal quarters of 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended, For the Nine Months Ended, ​ For the Six Months Ended, For the Nine Months Ended, ​ For the Six Months Ended, For the Nine Months Ended, ​ ​ June 30, 2022 September 30, 2022 ​ June 30, 2022 September 30, 2022 ​ June 30, 2022 September 30, 2022 ​ As Previously Reported Adjustments As Restated Net loss ​ $ (18,453,708) $ (31,548,479) ​ $ 3,326,000 $ 3,073,000 ​ $ (15,127,708) $ (28,475,479) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Deferred tax liability ​ $ — $ (215,937) ​ $ (3,326,000) $ (3,073,000) ​ $ (3,326,000) $ (3,288,937) ​

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2022
Discontinued Operations
Discontinued Operations	18. Discontinued Operations The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record depreciation and amortization expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included in the Company’s consolidated balance sheets. Gains and losses are not recognized until the date of sale and will be recognized in income (loss) from operating activities. As of September 30, 2023, the Company’s activities with regard to the divesture of the Elusys Therapeutics business met the criteria to report within discontinued operations. The Company has reclassified its previously issued financial statements to segregate the discontinued operations as of April 18, 2022. Assets and liabilities classified as discontinued operations in the Consolidated Balance Sheets as of December 31, 2022 related to the planned divestiture of the Elusys Therapeutics business and consist of the following: ​ ​ ​ ​ ​ Assets of discontinued operations: ​ December 31, 2022 Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 5,242,840 Accounts receivable ​ ​ — Income tax refund receivable ​ ​ 600,877 Prepaid expenses and other current assets ​ ​ 2,084,419 Intangible assets, net ​ ​ — Other assets ​ ​ — Total Current Assets ​ ​ 7,928,136 Long term assets: ​ ​ ​ Property and equipment, net ​ ​ 41,854 Intangible assets, net ​ ​ 8,669,375 Goodwill ​ ​ 3,301,959 Operating lease right-of-use asset ​ ​ 138,885 Deposits ​ ​ 26,250 Total long term assets ​ ​ 12,178,323 Total assets of discontinued operations ​ $ 20,106,459 ​ ​ ​ ​ Liabilities of discontinued operations: ​ ​ Current liabilities: ​ ​ ​ Accounts payable ​ $ 210,321 Accrued expenses and other liabilities ​ ​ 2,385,320 Contingent consideration, current portion ​ ​ 6,934,114 Operating lease liability, current portion ​ ​ 92,524 Other liabilities ​ ​ — Total current liabilities ​ $ 9,622,279 Long term liabilities: ​ ​ ​ Contingent consideration, net of current portion ​ ​ 5,290,500 Total long term liabilities ​ ​ 5,290,500 Total liabilities of discontinued operations ​ $ 14,912,779 ​ The Company determined that the disposal group represents a strategic shift that will have a major effect on the Company's operations and financial results, and has therefore reflected the Elusys Therapeutics business as a discontinued operation for all periods presented. Details of the loss from discontinued operations included in our consolidated statement of operations are as follows: ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 Revenue ​ $ 6,012,993 ​ ​ ​ ​ Operating expenses: ​ ​ ​ Cost of revenues ​ ​ 6,319,723 Research and development ​ ​ 3,237,905 Selling, general and administrative ​ ​ 1,000,333 Amortization of intangible asset ​ ​ 1,030,625 Change in fair value of contingent consideration ​ ​ (109,500) Total operating expenses ​ ​ 11,479,086 ​ ​ ​ ​ Loss from operations ​ ​ (5,466,093) ​ ​ ​ ​ Other expense, net ​ ​ 94,037 Total non-operating income (loss) ​ ​ 94,037 ​ ​ ​ ​ Net loss from discontinued operations before income taxes ​ ​ (5,560,130) Income tax benefit from discontinued operations ​ ​ 3,073,000 Net loss from discontinued operations ​ $ (2,487,130) ​ Total operating, investing and financing cash flows of discontinued operations for the year ended December 31, 2022 are comprised of the following: ​ ​ ​ ​ ​ Total net cash provided by operating activities from discontinued operations ​ ​ 30,042,512 Total net cash used by investing activities from discontinued operations ​ ​ (20,064,672) Total net cash used by financing activities from discontinued operations ​ ​ (4,735,000) ​ ​

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Event
Subsequent Events	19. Subsequent Events On January 27, 2023, Nighthawk Biosciences, Inc. terminated its license agreements with the University of Miami as these assets will not be developed further. The following agreements have been terminated: ● License Agreement (UMIP-510) between the University of Miami and Zolovax, Inc. dated December 31, 2020. ● License Agreement (UMSS-114 (previously UM97-14)) between the University of Miami and Heat Biologics, Inc. effective July 11, 2008, as amended. ● License Agreement (UMSS114A) between the University of Miami and Heat Biologics I, Inc. effective February 18, 2011, as amended. ● License Agreement (UMD-107) between the University of Miami Heat Biologics I, Inc. effective February 18, 2011. ● License Agreement (UMIP-114/Strbo) between the University of Miami and Zolovax, Inc., effective October 24, 2016. ● License Agreement between the University of Miami and Pelican, effective November 19, 2013. ● License Agreement (I176) between the University of Miami and Heat Biologics II, Inc., effective December 12, 2010. ● License Agreement (03­31, 05­39) between the University of Miami and Heat Biologics II, Inc., effective July 11, 2008. ​ Elusys Therapeutics, Inc. Purchase Agreement ( unaudited ) ​ On December 11, 2023, NightHawk Biosciences, Inc. entered into an Asset and Equity Interests Purchase Agreement with Elusys Holdings Inc. (“the Buyer”), a Delaware corporation, which is a company controlled by the Company’s Chairman, Chief Executive Officer and President, Jeffrey Wolf, pursuant to which the Company agreed to sell to the Buyer (i) all of the issued and outstanding equity interests in Elusys Therapeutics, Inc., a wholly owned subsidiary of the Company, and (ii) the exclusive right to use the name “NightHawk” and ownership of all trademark, goodwill and other rights in connection with such name. ​ Upon execution of the Agreement, the Buyer agreed to assume at the closing of the Transaction certain specified liabilities and manufacturing commitments relating to Elusys’ business, currently estimated at $40 million and paid the Company a cash payment of $500,000. Pursuant to the Purchase Agreement, the Buyer will also be obligated to pay to the Company on an annual basis a royalty fee equal to 3% of gross revenue received by Buyer or any of its affiliates or their respective successors or licensees from all sales of the anthrax antitoxin known as ANTHIM® during the period commencing on January 1, 2024 and ending on June 30, 2031; provided that, if as of December 31, 2028, the Company has not received an aggregate of $5,000,000 in such royalty fees, Buyer will be obligated to pay to the Company no later than March 1, 2029 a cash payment equal to the difference between the aggregate amount of such royalty fees received by the Company and $5,000,000. ​ The Buyer agreed, as a post-closing covenant, to purchase from the Company, no later than January 20, 2024, a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”), the conversion of which is subject to obtaining stockholder approval of the issuance of shares of the Company’s common stock upon such conversion. The Note will bear interest at a rate of 1% per annum, mature on the one-year anniversary of its issuance and convert into shares of our common stock at the option of the Buyer only if stockholder approval of the issuance of such shares of common stock issuable upon conversion of the Note is obtained prior to the maturity date. The conversion price will be equal to 110% of the volume weighted average price (VWAP) of the Company’s common stock for the seven trading days prior to December 11, 2023. Notwithstanding the foregoing, if the Company consummates a public financing, subject to certain exceptions, within sixty days of December 11, 2023, the conversion price shall be adjusted to be 110% of the per share purchase price of the common stock in such public financing. Such adjustment shall only be made upon the first financing in the event of multiple financings during the foregoing period. ​

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of NightHawk Biosciences, Inc., and its subsidiaries (“the Company”), Pelican Therapeutics, Inc. (“Pelican”), Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, Heat Biologics Australia Pty Ltd., Zolovax, Inc., Skunkworx Bio, Inc. (formerly known as Delphi Therapeutics, Inc.), Scorpius BioManufacturing, Inc. (“Scorpius”) (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., Abacus Biotech, Inc., and Elusys Therapeutics, Inc. (“Elusys”). The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. The December 31, 2022 and 2021 year-end financials include an 85% controlling interest in Pelican. NightHawk accounts for its less than 100% interest in the consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Accordingly, the Company presents non-controlling interest as a component of stockholders’ equity on its consolidated balance sheets and reports non-controlling interest net loss under the heading “net loss – non-controlling interest” in the consolidated statements of operations and comprehensive loss. The active marketing of the Elusys business represents a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, this transaction is accounted for as Discontinued Operations for all periods presented in accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. Unless indicated otherwise, the information in the notes to the Condensed Consolidated Financial Statements relates to continuing operations. See Note 18 for further discussion of the divestiture of the Elusys Business.
Restatement of Prior Quarterly 2022 Financial Statements (Unaudited)	Restatement of Prior Quarterly 2022 Financial Statements (Unaudited) During the preparation and review of its annual tax provision for the year ended December 31, 2022, it was determined that the Company made certain errors in the manner in which it recognized a deferred tax asset valuation allowance related to the acquisition of Elusys Therapeutics, Inc. (“Elusys”). Under ASC 740 – Income Taxes, the release of an acquirer’s valuation allowance on the acquirer’s (i.e., the Company’s) deferred tax assets in the amount of the acquired Elusys deferred tax liability (“DTL”) should be recorded as an income tax benefit and be reported as a component of net loss in the unaudited consolidated statement of operations and comprehensive loss. The DTL was recorded in the unaudited consolidated balance sheet at June 30, 2022 and September 30, 2022, however the DTL was not and should have been recorded as an income tax benefit within the unaudited consolidated statement of operations and comprehensive loss for the quarter ending June 30, 2022. This error resulted in net loss being overstated by $3.3 million for the three and six months ended June 30, 2022 and the nine months ended September 30, 2022. In accordance with Staff Accounting Bulletin ("SAB") No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated these misstatements, and based on an analysis of quantitative and qualitative factors, determined that the impact of these misstatements was material to its interim reporting periods ended June 30, and September 30, 2022. Accordingly, the Company has restated its unaudited consolidated financial statements for the interim reporting periods for the three- and six-months ended June 30, 2022, and three- and nine- months ended September 30, 2022, respectively, and has included that restated unaudited financial information within this annual report. There is no cumulative impact to the Company’s full-year 2022 financial statements as a result of this restatement. Restatement of amounts in previously filed unaudited quarterly financial statements are reflected in Note 17- Restatement of Interim Financial Statements. Because we are restating prior periods, we are also reflecting another immaterial adjustment related to an additional error that was identified during this process. The Company recorded a measurement period adjustment in the third quarter which reduced the acquired definite lived intangible asset value by approximately $1.5 million. Given that the DTL is calculated using the acquired intangible asset value, the Company should have also adjusted the purchase price allocation by recording a decrease to goodwill of $0.3 million. This also reduces the deferred tax assets utilized to offset the acquired DTL and thus increases the valuation allowance. This is adjusted through a decrease in the income tax benefit recognized for the three and nine-months ended September 30, 2022 of $0.3 million. This is adjusted in the restated unaudited consolidated balance sheet at September 30, 2022 and the restated unaudited statement of operations and comprehensive loss for the quarter ending September 30, 2022.
Going Concern Uncertainty	Going Concern Uncertainty The Company has an accumulated deficit of $209.2 million as of December 31, 2022 and a net loss of approximately $43.9 million for the year ended December 31, 2022 and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, expands its infectious disease/biological threat program, and continues to support the development of, and commencement of operations at, a new biodefense-focused large molecule and biologics biomanufacturing facility in Manhattan, Kansas. As of December 31, 2022, a lease has not been executed for this Kansas facility. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will in the future need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, debt financings, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2022, the Company had approximately $39.0 million in cash and cash equivalents and short-term investments. The Company will need to generate significant revenues to achieve profitability, and it may never do so. Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the consolidated financial statements are issued.
Risk and Uncertainties	Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company depends on third-party suppliers for key materials and services used in research and development, as well as manufacturing processes, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply adequate materials and services. The Company does not control the manufacturing processes of the contract development and manufacturing organizations, or CDMOs, with whom it contracts and is dependent on for the production of its therapeutic candidates in accordance with relevant regulations (such as current Good Manufacturing Practices, or cGMP), which include, among other things, quality control, quality assurance and the maintenance of records and documentation.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all cash and other highly liquid investments with initial maturities from the date of purchase of three months or less to be cash and cash equivalents.
Derivative Financial Instruments	Derivative Financial Instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments, was recorded as a derivative liability under the provisions of ASC 815 Derivatives and Hedging The fair value of the warrants, including the warrants issued in connection with the January 2020 common stock offering and recorded as liability, was determined using the Monte Carlo simulation model, which is deemed to be an appropriate model due to the terms of the warrants issued.
Short-term Investments	Short-term Investments The Company’s short-term investments consist of equity securities and are carried at fair value. Unrealized gains and losses on securities are reported in the consolidated statements of operations and comprehensive loss. The Company classifies marketable equity investments available to fund current operations as current assets on its consolidated balance sheets.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, contingent consideration, valuation of goodwill and other intangible assets, income taxes, valuation of warrant liabilities, stock-based compensation, right-of-use assets and lease liabilities, and useful lives of intangible assets. Actual results may differ from those estimates.
Segments	Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed the operations and managed the business as one segment.
Business Combinations	Business Combinations The accounting for our business combinations consists of allocating the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. We have up to one year from the acquisition date to use information as of each acquisition date to adjust the fair value of the acquired assets and liabilities, which may result in material changes to their recorded values with an offsetting adjustment to goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance. In some cases, we have used discounted cash flow analyses, which were based on our best estimate of future revenue, earnings and cash flows as well as our discount rate, adjusted for risk (see Note 5).
Goodwill and Intangible Assets	Goodwill and Intangible Assets The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their estimated useful lives. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate a potential impairment exists, using a fair value-based test. The Company records a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. In-process research and development (“IPR&D”) assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. See Note 8 regarding impairment at December 31, 2022.
Contingent Consideration	Contingent Consideration Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, the estimated timing of milestone achievement, and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. The milestone payments will be made upon the achievement of milestones as well as royalty payments. Subsequent to the date of acquisition, the Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration liability will be recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration liabilities expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under long term liabilities in the consolidated balance sheets. During the year ended December 31, 2022, $3.3 million of contingent consideration related to Pelican was written off as PTX-35 will not continue on to a Phase 2 trial (see Note 4).
Research and Development	Research and Development Research and development costs associated with developmental products not yet approved by the FDA as well as costs associated with bringing developmental products into advanced phase clinical trials are expensed as incurred. These costs consist primarily of pre-manufacturing and manufacturing drug costs, clinical trial execution, investigator payments, license fees, salaries, stock-based compensation and related personnel costs. Other costs include fees paid to consultants and outside service providers related to the development of the Company’s product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates.
Revenue Recognition	Revenue Recognition The Company applies ASC 606, Revenue from Contracts with Customers Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the most likely method based on historical experience as well as applicable information currently available. Product Sales The Company recognizes revenue from product sales when its performance obligation with its customers has been satisfied. The performance obligation is satisfied at a point in time when the Company’s customers obtain control of the product, which is typically upon acceptance of the product at the delivery site. The Company invoices its customers after acceptance of the product and invoice payments are generally due within 30 days of the invoice date. The Company records product sales net of any variable consideration, including refund rights. The Company uses the most likely amount method when estimating its variable consideration, unless terms are specified within contracts. The Company recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. These estimates may differ from actual consideration received. The Company evaluates these estimates to reflect known changes. Grant Revenue The Company recognizes revenue related to the Cancer Prevention and Research Institute of Texas (“CPRIT”) contract, which is being accounted for under Accounting Standards Update (“ASU”) No. 2018-08 , Not-For-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made, The CPRIT grant covers the period from June 1, 2017 through May 31, 2022, for a total grant award of up to $15.2 million. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. The first tranche of funding of $1.8 million was received in May 2017, a second tranche of funding of $6.5 million was received in October 2017, and the third tranche of funding of $5.4 million was received in December 2019. The remaining $1.5 million will be paid, on a reimbursement basis, after the Company has fulfilled every objective of the final goals of the grant. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is recognized when qualifying costs are incurred. When grant funds are received after costs have been incurred, the Company records revenue and a corresponding grants receivable until grant funds are received. As of December 31, 2022, all $15.2 million has been recognized. On January 7, 2020, the Company was awarded a grant of up to $0.2 million from the National Institute of Allergy and Infectious Diseases, which is under the umbrella of the National Institutes of Health (“NIH”). The NIH grant provides funding for continued development of the Company’s technologies for PTX-35. The grant funds will be made available by the NIH to the Company as allowable expenses are incurred. For the year ended December 31, 2022, the Company incurred $0.04 million of allowable expenses, respectively, under the NIH grant and recognized the corresponding revenue. For the year ended December 31, 2021, the Company incurred approximately $0.03 million of allowable expenses under the NIH grant and recognized a corresponding amount of grant revenues. Process development revenue Process development revenue generally represents revenue from services associated with the custom development of a manufacturing process and analytical methods for a customer’s product. Process development revenue is recognized over time utilizing an output method by tracking the progress toward completion by measuring outputs to date relative to total estimated outputs needed to satisfy the performance obligation. Under a process development contract, the customer owns the product details and process, which has no alternative use. These process development projects are customized to each customer to meet its specifications and typically includes only one performance obligation. Each process represents a distinct service that is sold separately and has stand-alone value to the customer. The customer also retains control of its product as the product is being created or enhanced by our services and can make changes to its process or specifications upon request. Under these agreements, we are entitled to consideration for progress to date that includes an element of profit margin. As of December 31, 2022, the Company has not recognized any process development revenue.
Deferred Revenue	Deferred Revenue Deferred revenue is comprised of an exclusive license agreement with Shattuck Labs, Inc. (“Shattuck”) and process development customer deposits received in advance of our fulfillment of performance obligations. License Agreements The Company has licensed certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases that were not being developed by the Company. Shattuck paid the Company an initial license fee of $50,000 in June 2016 and is obligated to pay the Company fees upon its receipt of sublicensing income, achievement of certain milestones, and royalties upon sales of commercial products. In-as-much as the technology that the Company out-licensed is in the early stages of development and there is a low likelihood of success for any technology at such stage, there can be no assurance that any products will be developed by Shattuck or that the Company will derive any revenue from Shattuck. Process Development Process development deferred revenue generally represents customer payments received in advance of the Company’s fulfillment of performance obligations associated with the custom development of a manufacturing process and analytical methods for a customer’s product. As of December 31, 2022 there was $1.6 million of deferred revenue related to process development.
Income Tax	Income Tax Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, Accounting for Income Taxes
Other Assets	Other Assets In conjunction with a lease agreement further discussed in Note 14, Scorpius has made reimbursement payments to the lessor, Merchants Ice II, LLC, for costs incurred in conjunction with the leased site. Merchants Ice II, LLC is a nonprofit entity investing in the building with the intention to encourage development of emerging technologies. As a result, investments made to the building could generate tax incentives under the New Market Tax Credit (“NMTC”) program. Scorpius agreed that all investments and expenditures qualifying under the NMTC (i.e., certain equipment and building improvements) would be purchased by Merchants Ice II, LLC to generate the largest possible tax incentive and Scorpius reimbursed Merchant Ice, LLC for these payments. During the construction of the site, these payments were included in other assets on the consolidated balance sheets. On September 15, 2022, the lease commenced, and in accordance with ASC 842, the Company capitalized $13.2 million of payments to lab equipment and $10.2 million is included in the operating lease right-of-use asset.
Discontinued Operations	Discontinued Operations ​ In accordance with ASC Subtopic 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (“disposal group”) is required to be reported as discontinued operations if the disposal group represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets held for sale criteria. Assets and liabilities of disposal group meeting discontinued operations treatment is presented separately as held-for-sale. At the same time, the results of all discontinued operations, less applicable income taxes, are reported as components of net loss separate from the net loss of continuing operations. ​ Assets classified as held for sale that are not sold after the initial one-year period are assessed to determine if they meet the exception to the one-year requirement to continue being classified as held for sale. The disposal group that is held for sale is the Elusys Therapeutics, Inc. subsidiary.
Impact of Recently Adopted Accounting Standards	Impact of Recently Issued Accounting Standards: The Company has evaluated issued ASUs not yet adopted and believes the adoption of these standards will not have a material impact on its consolidated financial statements.
Reclassification	Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the consolidated financial statements including the IPR&D impairment, which was previously included in research and development expense and is now presented as a separate line item on the Company's consolidated statements of operations and comprehensive loss.
Concentration of Credit Risk	Concentration of Credit Risk At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of December 31, 2022, and 2021, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2022 was $7.8 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.
Property and Equipment	Property and Equipment Property and equipment are stated at cost and are capitalized. Depreciation is calculated using the straight-line method and is based on estimated useful lives of five years for lab equipment, three years for computer equipment, eight years for furniture and fixtures and vehicles, and five
Leases	Leases ​ The Company leases office space and certain equipment under non-cancelable lease agreements. The Company applies the accounting guidance in ASC 842, Leases. As such, the Company assesses all arrangements that convey the right to control the use of property, plant and equipment at inception to determine if it is, or contains, a lease based on the unique facts and circumstances present in that arrangement. For those leases identified, the Company determines the lease classification, recognition, and measurement at the lease commencement date. For arrangements that contain a lease the Company: (i) identifies lease and non-lease components; (ii) determines the consideration in the contract; (iii) determines whether the lease is an operating or financing lease; and (iv) recognizes lease Right of Use (“ROU”) assets and corresponding lease liabilities. Lease liabilities are recorded based on the present value of lease payments over the expected lease term. The corresponding ROU asset is measured from the initial lease liability, adjusted by (i) accrued or prepaid rents; (ii) remaining unamortized initial direct costs and lease incentives; and (iii) any impairments of the ROU asset. ​ Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements of operations and comprehensive loss. ​ The interest rate implicit in the Company’s lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.
Net Loss per Share	Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each year. Fully diluted net loss per share is computed using the weighted average number of common shares and dilutive securities outstanding during each year. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employee directors using a fair value method that requires the recognition of compensation expense for costs related to all stock-based payments, including stock options and restricted stock units. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. The fair value of restricted stock units is estimated based on the closing price of the Company’s stock on the date of grant, and for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for forfeitures as they occur. The Company settles exercises of stock options with newly issued shares of its common stock. Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes-Merton option pricing model on the date of grant for stock options and are recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, and expected term. The expected volatility rates are estimated based on average historical stock price volatility of its own data plus an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms. The expected term for the years ended December 31, 2022 and 2021 represents the average time that options are expected to be outstanding based on the average of the vesting term and the contractual term of the option. We account for forfeitures as they occur. The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. The risk-free interest rate is based on the rate of U.S. Treasury securities with maturities consistent with the estimated expected term of the awards.
Net Loss Attributable to Non-controlling Interests	Net Loss Attributable to Non-controlling Interests

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value of Financial Instruments
Schedule of fair value of financial instruments measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 35,837,309 ​ $ 35,837,309 — ​ — ​ ​
Schedule of change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pelican ​ Elusys ​ ​ ​ Contingent ​ Contingent ​ ​ Consideration Consideration Balance at December 31, 2020 ​ $ 2,912,515 ​ $ — ​ Change in fair value ​ 430,000 ​ ​ — ​ Balance at December 31, 2021 ​ $ 3,342,515 ​ $ — ​ Acquisition of Elusys ​ ​ — ​ ​ 39,853,685 ​ Payment of receivable consideration ​ ​ — ​ ​ (20,784,571) ​ Payment of inventory consideration ​ ​ — ​ ​ (4,735,000) ​ Payment of deferred cash consideration ​ ​ — ​ ​ (2,000,000) ​ Change in fair value ​ ​ (3,342,515) ​ ​ (109,500) ​ Reclassification to discontinued operations ​ ​ — ​ ​ (12,224,614) ​ Balance at December 31, 2022 ​ $ — ​ $ — ​
Schedule of fair value inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ ​ ​ Valuation ​ ​ Significant ​ ​ Weighted Average ​ ​ Methodology ​ Unobservable Input ​ (range, if applicable) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elusys Revenue earn-out ​ ​ Discounted cash flow analysis ​ ​ Timing of expected payments ​ ​ 2025-2036 ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 24.5% ​ ​ ​ ​ ​ ​ Future revenue projections ​ $ 325.9 million ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elusys Contract deferred consideration ​ ​ Discounted cash flow analysis ​ ​ Timing of expected payments ​ ​ 2023 ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 15.5% ​ ​ ​ ​ ​ ​ Future revenue projections ​ $ 7.6 million ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ Valuation ​ ​ Significant ​ Weighted Average ​ ​ Methodology ​ Unobservable Input (range, if applicable) ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent Consideration ​ Probability weighted income approach ​ Milestone dates 2022-2031 ​ ​ ​ ​ Discount rate 7.51% ​ ​ ​ Probability of occurrence 4.9% to 75% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Current stock price ​ $ 0.81 ​ $ 3.04 ​ Estimated volatility of future stock price ​ ​ 80.94 % ​ 133.13 % Risk free interest rate ​ ​ 4.75 % ​ 0.55 % Contractual term ​ ​ 0.90 years ​ 1.90 years

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2022
Acquisitions
Schedule of purchase price allocation	​ ​ ​ ​ ​ Aggregate consideration: ​ ​ Cash consideration ​ $ 3,000,000 Deferred cash consideration ​ ​ 2,000,000 Earn out ​ ​ 5,900,000 Additional earn out ​ ​ 4,735,000 Receivable consideration ​ ​ 22,318,685 Contract deferred consideration ​ ​ 4,900,000 Total purchase consideration ​ $ 42,853,685 ​ ​ ​ ​ ​ Purchase price allocation: ​ ​ Cash and cash equivalents ​ $ 5,719,899 Contract receivables ​ ​ 24,526,232 Prepaid expenses and other current assets ​ ​ 1,818,278 Inventory ​ ​ 5,844,000 Intangible asset – definite-lived (Note 8) ​ ​ 9,700,000 Property and equipment ​ ​ 50,224 Operating lease right of use assets ​ ​ 352,906 Other assets ​ ​ 326,249 Total assets acquired ​ ​ 48,337,788 Accounts payable ​ ​ (204,794) Accrued expenses and other current liabilities ​ ​ (5,155,363) Operating lease obligations ​ ​ (352,906) Deferred income tax liability ​ ​ (3,073,000) Total liabilities assumed ​ ​ (8,786,063) Net assets acquired and liabilities assumed ​ ​ 39,551,725 Goodwill ​ ​ 3,301,960 Total purchase consideration ​ $ 42,853,685

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Prepaid Expenses And Other Current Assets.
Schedule of prepaid expenses and other current assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Prepaid manufacturing expense ​ $ 91,477 ​ $ 563,280 Other prepaid expenses and current assets ​ ​ 1,132,502 ​ ​ 460,030 Prepaid insurance ​ ​ 201,252 ​ ​ 704,650 Prepaid preclinical and clinical expenses ​ 65,892 ​ 1,158,560 ​ ​ $ 1,491,123 ​ $ 2,886,520 ​

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property and Equipment
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Lab equipment ​ $ 18,060,058 ​ $ 3,178,855 Leasehold improvements ​ 2,486,329 ​ 22,563 Construction-in-process ​ 2,053,335 ​ 309,620 Computers ​ 502,084 ​ 85,071 Furniture and fixtures ​ 245,770 ​ 66,106 Vehicles ​ ​ 44,562 ​ ​ — Total ​ 23,392,138 ​ 3,662,215 Accumulated depreciation ​ (2,953,617) ​ (1,503,736) Property and equipment, net ​ $ 20,438,521 ​ $ 2,158,479

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Other Intangible Assets
Schedule of carrying amount of goodwill and intangible assets	​ The following table provides the Company’s goodwill, in-process R&D, and intangible assets as of December 31, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-process ​ Intangible ​ Goodwill ​ R&D ​ Assets Balance at December 31, 2020 ​ $ 1,452,338 ​ $ 5,866,000 ​ $ — Impairment ​ ​ (1,452,338) ​ ​ (2,366,000) ​ ​ — Balance at December 31, 2021 ​ — ​ ​ 3,500,000 ​ ​ — Impairment ​ ​ — ​ ​ (3,500,000) ​ ​ — Acquisition of Elusys Therapeutics ​ 5,067,748 ​ ​ — ​ ​ 11,200,000 Measurement period adjustments ​ ​ (1,765,789) ​ ​ — ​ ​ (1,500,000) Amortization ​ ​ — ​ ​ — ​ ​ (1,030,625) Reclassified to discontinued operations ​ ​ (3,301,959) ​ ​ — ​ ​ (8,669,375) Balance at December 31, 2022 ​ $ — ​ $ — ​ $ — ​

Accrued Expenses and Other Li_2

Accrued Expenses and Other Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Accrued Expenses and Other Liabilities
Schedule of accrued expenses and other liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Compensation and related benefits ​ $ 491,191 ​ $ 459,178 Accrued preclinical and clinical trial expenses ​ ​ 953,252 ​ ​ 955,013 Accrued manufacturing expenses ​ ​ 6,133 ​ ​ 179,173 Other expenses ​ 426,025 ​ 631,312 Accrued franchise tax ​ 40,000 ​ 195,000 ​ ​ $ 1,916,601 ​ $ 2,419,676 ​

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Schedule of future minimum royalty payments	Future minimum royalty payments by the Company for licenses as of December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2023 ​ $ 74,000 2024 ​ 775,000 2025 ​ 25,000 2026 ​ ​ 50,000 Total ​ $ 924,000

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity
Schedule of common stock warrants by exercise price range	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance Date Number of Shares Exercise Price Expiration Date 5/7/2018 403,025 ​ $ 11.09 5/8/2023 11/26/2018 313,358 ​ $ 11.55 11/26/2023 1/28/2021 31,000 ​ $ 5.78 1/28/2023
Schedule of components of stock-based compensation included in net loss	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ ​ December 31, ​ 2022 2021 Employee stock options ​ $ 2,782,694 ​ $ 1,136,843 Non-employee stock options ​ 1,114,894 ​ 1,294,279 Employee stock awards ​ 169,571 ​ 2,903,463 Non-employee stock awards ​ 18,578 ​ 834,396 ​ ​ $ 4,085,737 ​ $ 6,168,981
Schedule of stock option valuation assumptions	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ 2021 ​ Dividend yield — % ​ — % Expected volatility 100.85-105.09 % ​ 99.34-104.61 % Risk-free interest rate 1.95-3.61 % ​ 0.36-1.36 % Expected lives (years) 5.3-6.1 years ​ 5.0-6.1 years
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ Average Aggregate Average ​ ​ ​ ​ Exercise Intrinsic Remaining ​ ​ Shares ​ Price Value Contractual Life Stock options outstanding at December 31, 2020 ​ 1,480,139 ​ $ 11.05 ​ $ 403,743 ​ ​ ​ Granted ​ 1,674,153 ​ ​ 4.65 ​ ​ ​ ​ ​ ​ Exercised ​ (70,967) ​ ​ 6.53 ​ $ — ​ ​ ​ Expired ​ (49,532) ​ ​ 14.26 ​ ​ ​ ​ ​ ​ Forfeited ​ (79,478) ​ ​ 5.55 ​ ​ ​ ​ ​ ​ Stock options outstanding at December 31, 2021 ​ 2,954,315 ​ ​ 7.62 ​ $ 100,419 ​ ​ ​ Granted 4,307,599 ​ ​ 1.10 ​ ​ ​ ​ ​ ​ Exercised ​ (12,765) ​ ​ 1.30 ​ $ — ​ ​ ​ Expired (82,253) ​ ​ 10.20 ​ ​ ​ ​ ​ ​ Forfeited (130,022) ​ ​ 4.44 ​ ​ ​ ​ ​ ​ Stock options outstanding at December 31, 2022 7,036,874 ​ $ 3.67 ​ $ 16,842 ​ 9.1 Years Stock options exercisable at December 31, 2022 ​ 1,680,455 ​ $ 9.63 ​ $ 16,841 ​ 7.5 Years
Schedule of restricted stock activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Shares ​ Fair Value Restricted stock at December 31, 2020 ​ 239,928 ​ $ 4.02 Granted ​ 678,490 ​ ​ 5.09 Vested ​ (548,248) ​ ​ 4.88 Restricted stock at December 31, 2021 ​ 370,170 ​ ​ 4.71 Vested ​ (336,169) ​ ​ 4.86 Restricted stock at December 31, 2022 ​ 34,001 ​ $ 3.22
Schedule of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Shares ​ Fair Value RSUs at December 31, 2020 ​ 1,900 ​ $ 26.60 Vested ​ (1,900) ​ ​ 26.60 RSUs at December 31, 2021 ​ — ​ $ — ​

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax
Schedule of components of income tax benefit	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Current Expense: ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ — ​ — ​ ​ — ​ — Deferred Expense: ​ ​ Federal ​ $ (215,937) ​ $ (145,974) State ​ — ​ — Foreign ​ — ​ — Total ​ $ (215,937) ​ $ (145,974)
Schedule of income tax expense reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Federal income tax expense at statutory rate: ​ $ (8,734,000) ​ $ (7,465,000) Increase (reduction) in income tax resulting from: ​ ​ ​ State income taxes ​ (146,000) ​ 556,000 Foreign rate differential ​ (19,000) ​ (16,000) Nondeductible expenses ​ 1,000 ​ 1,000 Research and development credit ​ (1,312,000) ​ (836,000) Stock based compensation ​ 192,000 ​ 164,000 Excess executive compensation ​ 9,000 ​ 259,000 Goodwill impairment ​ ​ — ​ ​ 305,000 Reserve for loss carryforwards limited by Sec. 382 ​ ​ 8,000 ​ ​ 8,000 Other ​ 65,063 ​ (32,974) Increase in valuation allowance ​ 9,720,000 ​ 6,911,000 ​ ​ $ (215,937) ​ $ (145,974)
Schedule of deferred tax assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating losses ​ $ 24,542,949 ​ $ 17,830,889 R&D credits ​ 3,822,392 ​ 2,538,168 Stock compensation ​ 2,974,242 ​ 2,344,902 Contingent consideration ​ — ​ 767,763 Deferred revenue ​ ​ 7,465 ​ ​ 8,039 Section 174 costs ​ ​ 4,041,814 ​ ​ — Unrealized gains/losses ​ 583,683 ​ 210,300 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets ​ 35,972,545 ​ 23,700,061 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ Intangible assets ​ — ​ (803,937) Property, plant and equipment, primarily due to differences in depreciation ​ (553,840) ​ (83,122) Lease liability ​ ​ (2,732,712) ​ ​ (78,035) Other ​ (99,272) ​ (83,931) ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ (3,385,824) ​ (1,049,025) ​ ​ ​ ​ ​ ​ ​ Valuation allowance ​ (32,586,721) ​ (22,866,973) ​ ​ ​ ​ ​ ​ ​ Net deferred tax (liabilities) ​ $ — ​ $ (215,937)

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
Schedule of lease cost	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ For the Year Ended December 31, 2021 Operating lease cost ​ $ 732,767 ​ $ 474,135 Finance lease cost ​ ​ ​ ​ ​ ​ Amortization of lease assets ​ ​ 656,794 ​ ​ 185,171 Interest on lease liabilities ​ ​ 181,667 ​ ​ 21,970 Total finance lease cost ​ $ 838,461 ​ $ 207,141
Schedule of weighted average remaining lease term and incremental borrowing rate	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ For the Year Ended December 31, 2021 ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 7.3 years ​ 5.0 years Finance leases ​ ​ 13.3 years ​ 2.0 years Weighted average incremental borrowing rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 9.37 % ​ 6.32 % Finance leases ​ ​ 9.60 % ​ 5.30 %
Schedule of maturities of operating and finance lease liabilities	Maturities of operating and finance lease liabilities as of December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases Total 2023 ​ ​ 697,675 ​ ​ 769,621 ​ ​ 1,467,296 2024 ​ ​ 618,918 ​ ​ 812,383 ​ ​ 1,431,301 2025 ​ ​ 635,180 ​ ​ 715,782 ​ ​ 1,350,962 2026 ​ ​ 575,349 ​ ​ 595,309 ​ ​ 1,170,658 2027 ​ ​ 592,572 ​ ​ 615,269 ​ ​ 1,207,841 2028 ​ ​ 610,407 ​ ​ 635,827 ​ ​ 1,246,234 Thereafter ​ ​ 1,165,655 ​ ​ 7,080,308 ​ ​ 8,245,963 Total minimum lease payments ​ ​ 4,895,756 ​ ​ 11,224,499 ​ ​ 16,120,255 Less: imputed interest ​ ​ (1,418,014) ​ ​ (5,403,417) ​ ​ (6,821,431) Present value of lease liabilities ​ $ 3,477,742 ​ $ 5,821,082 ​ $ 9,298,824 ​

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Net Loss Per Share
Schedule of reconciliation of net loss	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ 2022 2021 Net loss ​ $ (43,862,197) ​ $ (35,400,807) Net loss - Non-controlling interest ​ (427,491) ​ (329,339) Net loss attributable to NightHawk ​ $ (43,434,706) ​ $ (35,071,468) ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding, basic and diluted ​ 25,606,326 ​ 24,913,942 ​ ​ ​ ​ ​ ​ ​ Net loss per share, basic and diluted - continuing operations ​ $ (1.60) ​ $ (1.41) Net loss per share, basic and diluted - discontinued operations ​ ​ (0.10) ​ ​ — Net loss per common share attributable to NightHawk Biosciences, Inc., basic and diluted ​ $ (1.70) ​ $ (1.41) ​
Schedule of potentially dilutive securities	​ ​ ​ ​ ​ ​ ​ 2022 2021 Outstanding stock options 7,036,874 2,954,315 Restricted stock subject to forfeiture and restricted stock units 34,001 370,170 Outstanding common stock warrants 747,383 747,383 ​

Quarterly Financial Data (Una_2

Quarterly Financial Data (Unaudited and restated) (Tables)	12 Months Ended
	Dec. 31, 2022
Quarterly Financial Data (Unaudited and restated)
Schedule of Quarterly Financial Data (Unaudited and restated)	The restated consolidated balance sheet line items for the second through third fiscal quarters of 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Deferred tax liability ​ $ 3,541,937 ​ $ (3,326,000) ​ $ 215,937 ​ $ — ​ $ 215,937 Total Liabilities ​ ​ 36,467,130 ​ ​ (3,326,000) ​ ​ 33,141,130 ​ ​ — ​ ​ 33,141,130 Accumulated deficit ​ ​ (183,996,826) ​ ​ 3,326,000 ​ ​ (180,670,826) ​ ​ — ​ ​ (180,670,826) Total Stockholders' Equity - NightHawk Biosciences, Inc. ​ ​ 96,638,241 ​ ​ 3,326,000 ​ ​ 99,964,241 ​ ​ — ​ ​ 99,964,241 Total Stockholders' Equity ​ $ 95,387,663 ​ $ 3,326,000 ​ $ 98,713,663 ​ $ — ​ $ 98,713,663 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ ​ As Previously Reported ​ Adjustments ​ As Restated ​ Reclass for Discontinued Operations Revised Goodwill ​ $ 3,467,747 ​ $ (253,000) ​ $ 3,214,747 ​ $ (3,214,747) ​ $ — Total Assets ​ 120,164,913 ​ (253,000) ​ 119,911,913 ​ — ​ 119,911,913 Deferred tax liability ​ 3,326,000 ​ (3,326,000) ​ — ​ — ​ — Total Liabilities ​ 37,039,187 ​ (3,326,000) ​ 33,713,187 ​ — ​ 33,713,187 Accumulated deficit ​ (197,002,176) ​ 3,073,000 ​ (193,929,176) ​ — ​ (193,929,176) Total Stockholders' Equity - NightHawk Biosciences, Inc. ​ 84,465,725 ​ 3,073,000 ​ 87,538,725 ​ — ​ 87,538,725 Total Stockholders' Equity ​ 83,125,726 ​ 3,073,000 ​ 86,198,726 ​ — ​ 86,198,726 Total Liabilities and Stockholders' Equity ​ $ 120,164,913 ​ $ (253,000) ​ $ 119,911,913 ​ $ — ​ $ 119,911,913 ​ The restated items of the consolidated statements of operations and comprehensive loss for : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit ​ $ — ​ $ 3,326,000 ​ $ 3,326,000 ​ $ (3,326,000) ​ $ — Net loss from continuing operations ​ ​ (10,263,910) ​ ​ 3,326,000 ​ ​ (6,937,910) ​ ​ (2,095,160) ​ ​ (9,033,070) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,230,840) ​ ​ (1,230,840) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,326,000 ​ ​ 3,326,000 Net loss ​ ​ (10,263,910) ​ ​ 3,326,000 ​ ​ (6,937,910) ​ ​ — ​ ​ (6,937,910) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (10,157,286) ​ ​ 3,326,000 ​ ​ (6,831,286) ​ ​ — ​ ​ (6,831,286) Net loss per share, basic and diluted from continuing operations ​ $ (0.40) ​ $ 0.13 ​ $ (0.27) ​ $ (0.08) ​ $ (0.35) Net loss per share, basic and diluted from discontinued operations ​ $ — ​ $ — ​ $ — ​ $ 0.08 ​ $ 0.08 Total comprehensive loss ​ ​ (10,114,055) ​ ​ 3,326,000 ​ ​ (6,788,055) ​ ​ — ​ ​ (6,788,055) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (10,007,431) ​ $ 3,326,000 ​ $ (6,681,431) ​ $ — ​ $ (6,681,431) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit ​ $ - ​ $ 3,326,000 ​ $ 3,326,000 ​ $ (3,326,000) ​ $ — Net loss from continuing operations ​ ​ (18,453,708) ​ ​ 3,326,000 ​ ​ (15,127,708) ​ ​ (2,095,160) ​ ​ (17,222,868) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,230,840) ​ ​ (1,230,840) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,326,000 ​ ​ 3,326,000 Net loss ​ ​ (18,453,708) ​ ​ 3,326,000 ​ ​ (15,127,708) ​ ​ — ​ ​ (15,127,708) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (18,277,873) ​ ​ 3,326,000 ​ ​ (14,951,873) ​ ​ — ​ ​ (14,951,873) Net loss per share, basic and diluted from continuing operations ​ $ (0.71) ​ $ 0.13 ​ $ (0.58) ​ $ (0.09) ​ $ (0.67) Net loss per share, basic and diluted from discontinued operations ​ $ — ​ $ — ​ $ — ​ $ 0.08 ​ $ 0.08 Total comprehensive loss ​ ​ (18,359,122) ​ ​ 3,326,000 ​ ​ (15,033,122) ​ ​ — ​ ​ (15,033,122) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (18,183,287) ​ $ 3,326,000 ​ $ (14,857,287) ​ $ — ​ $ (14,857,287) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended September 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit (expense) ​ $ 215,937 ​ $ (253,000) ​ $ (37,063) ​ $ 253,000 ​ $ 215,937 Net loss from continuing operations ​ ​ (13,094,771) ​ ​ (253,000) ​ ​ (13,347,771) ​ ​ 2,953,943 ​ ​ (10,393,828) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (2,700,943) ​ ​ (2,700,943) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ (253,000) ​ ​ (253,000) Net Loss ​ ​ (13,094,771) ​ ​ (253,000) ​ ​ (13,347,771) ​ ​ — ​ ​ (13,347,771) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (13,005,350) ​ ​ (253,000) ​ ​ (13,258,350) ​ ​ — ​ ​ (13,258,350) Net loss per share, basic and diluted - continuing operations ​ $ (0.51) ​ $ (0.01) ​ $ (0.52) ​ $ 0.12 ​ $ (0.40) Net loss per share, basic and diluted - discontinued operations ​ $ — ​ $ — ​ $ — ​ $ (0.12) ​ $ (0.12) Total comprehensive loss ​ ​ (12,979,112) ​ ​ (253,000) ​ ​ (13,232,112) ​ ​ — ​ ​ (13,232,112) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (12,889,691) ​ $ (253,000) ​ $ (13,142,691) ​ $ — ​ $ (13,142,691) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ ​ As Previously Reported ​ Adjustments As Restated Reclass for Discontinued Operations Revised Income tax benefit (expense) ​ $ 215,937 ​ $ 3,073,000 ​ $ 3,288,937 ​ $ (3,073,000) ​ $ 215,937 Net loss from continuing operations ​ ​ (31,548,479) ​ ​ 3,073,000 ​ ​ (28,475,479) ​ ​ 858,782 ​ ​ (27,616,697) Net loss from discontinued operations before income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ (3,931,782) ​ ​ (3,931,782) Income tax benefit from discontinued operations ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,073,000 ​ ​ 3,073,000 Net Loss ​ ​ (31,548,479) ​ ​ 3,073,000 ​ ​ (28,475,479) ​ ​ — ​ ​ (28,475,479) Net loss attributable to NightHawk Biosciences, Inc. ​ ​ (31,283,223) ​ ​ 3,073,000 ​ ​ (28,210,223) ​ ​ — ​ ​ (28,210,223) Net loss per share, basic and diluted - continuing operations ​ $ (1.22) ​ $ 0.12 ​ $ (1.10) ​ $ 0.03 ​ $ (1.07) Net loss per share, basic and diluted - discontinued operations ​ $ — ​ $ — ​ $ — ​ $ (0.03) ​ $ (0.03) Total comprehensive loss ​ ​ (31,338,234) ​ ​ 3,073,000 ​ ​ (28,265,234) ​ ​ — ​ ​ (28,265,234) Comprehensive loss - NightHawk Biosciences, Inc. ​ $ (31,072,978) ​ $ 3,073,000 ​ $ (27,999,978) ​ $ — ​ $ (27,999,978) ​ While the adjustments changed the deferred tax liability line item in the unaudited consolidated statements of cash flows, they did not have an impact on total net cash provided by operating activities, net cash used in investing activities, or net cash (used in) provided by financing activities for any of the applicable periods. ​ The restated line items of the unaudited consolidated statements of cash flows for the second through third fiscal quarters of 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended, For the Nine Months Ended, ​ For the Six Months Ended, For the Nine Months Ended, ​ For the Six Months Ended, For the Nine Months Ended, ​ ​ June 30, 2022 September 30, 2022 ​ June 30, 2022 September 30, 2022 ​ June 30, 2022 September 30, 2022 ​ As Previously Reported Adjustments As Restated Net loss ​ $ (18,453,708) $ (31,548,479) ​ $ 3,326,000 $ 3,073,000 ​ $ (15,127,708) $ (28,475,479) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Deferred tax liability ​ $ — $ (215,937) ​ $ (3,326,000) $ (3,073,000) ​ $ (3,326,000) $ (3,288,937) ​

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operations
Schedule of Assets, liabilities and operations classified as held for sale	​ ​ ​ ​ ​ Assets of discontinued operations: ​ December 31, 2022 Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 5,242,840 Accounts receivable ​ ​ — Income tax refund receivable ​ ​ 600,877 Prepaid expenses and other current assets ​ ​ 2,084,419 Intangible assets, net ​ ​ — Other assets ​ ​ — Total Current Assets ​ ​ 7,928,136 Long term assets: ​ ​ ​ Property and equipment, net ​ ​ 41,854 Intangible assets, net ​ ​ 8,669,375 Goodwill ​ ​ 3,301,959 Operating lease right-of-use asset ​ ​ 138,885 Deposits ​ ​ 26,250 Total long term assets ​ ​ 12,178,323 Total assets of discontinued operations ​ $ 20,106,459 ​ ​ ​ ​ Liabilities of discontinued operations: ​ ​ Current liabilities: ​ ​ ​ Accounts payable ​ $ 210,321 Accrued expenses and other liabilities ​ ​ 2,385,320 Contingent consideration, current portion ​ ​ 6,934,114 Operating lease liability, current portion ​ ​ 92,524 Other liabilities ​ ​ — Total current liabilities ​ $ 9,622,279 Long term liabilities: ​ ​ ​ Contingent consideration, net of current portion ​ ​ 5,290,500 Total long term liabilities ​ ​ 5,290,500 Total liabilities of discontinued operations ​ $ 14,912,779 ​ The Company determined that the disposal group represents a strategic shift that will have a major effect on the Company's operations and financial results, and has therefore reflected the Elusys Therapeutics business as a discontinued operation for all periods presented. Details of the loss from discontinued operations included in our consolidated statement of operations are as follows: ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 Revenue ​ $ 6,012,993 ​ ​ ​ ​ Operating expenses: ​ ​ ​ Cost of revenues ​ ​ 6,319,723 Research and development ​ ​ 3,237,905 Selling, general and administrative ​ ​ 1,000,333 Amortization of intangible asset ​ ​ 1,030,625 Change in fair value of contingent consideration ​ ​ (109,500) Total operating expenses ​ ​ 11,479,086 ​ ​ ​ ​ Loss from operations ​ ​ (5,466,093) ​ ​ ​ ​ Other expense, net ​ ​ 94,037 Total non-operating income (loss) ​ ​ 94,037 ​ ​ ​ ​ Net loss from discontinued operations before income taxes ​ ​ (5,560,130) Income tax benefit from discontinued operations ​ ​ 3,073,000 Net loss from discontinued operations ​ $ (2,487,130)
Schedule of investing and financing cash flows of discontinued operations	​ ​ ​ ​ ​ Total net cash provided by operating activities from discontinued operations ​ ​ 30,042,512 Total net cash used by investing activities from discontinued operations ​ ​ (20,064,672) Total net cash used by financing activities from discontinued operations ​ ​ (4,735,000)

Summary of Significant Accoun_2

Summary of Significant Accounting Policies - Narrative (Details)		1 Months Ended					3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended		67 Months Ended	79 Months Ended
	Jan. 07, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 31, 2018 shares	Oct. 31, 2017 USD ($)	May 31, 2017 USD ($)	Jun. 30, 2016 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) segment shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 15, 2022 USD ($)	Sep. 30, 2018
Overstatement of net loss								$ 3,300,000	$ 3,300,000	$ 3,300,000
Income tax expense (benefit)											$ (215,937)	$ (145,974)
Accumulated deficit							$ (193,929,176)	(180,670,826)	(180,670,826)	(193,929,176)	209,153,659	165,718,953	$ 209,153,659	$ 209,153,659
Net loss							13,347,771	$ 6,937,910	$ 15,127,708	28,475,479	43,862,197	35,400,807
Cash, cash equivalents and short term investments											$ 39,000,000		39,000,000	39,000,000
Derivative warrant liability												11,020
Number of operating segments | segment											1
Cash balance insured											$ 250,000	250,000	250,000	250,000
Cash balance uninsured											7,800,000		7,800,000	7,800,000
Unrecognized tax benefit											0	0	0	0
Revenue											370,176	2,112,806
Allowable expenses incurred under NIH grant											40,000	$ 30,000
Customer deposits											$ 1,600,000		$ 1,600,000	$ 1,600,000
Shattuck
License fee received						$ 50,000
Pelican Therapeutics, Inc.
Percentage of non-controlling interest acquired											15%	15%	15%	15%
Grant and contract revenue | Maximum
Amount awarded from NIH grant	$ 200,000
Lab equipment
Reimbursement Included in operating lease right of use asset															$ 10,200,000
Reimbursement of expenses, capitalized															$ 13,200,000
Common stock warrants
Warrants exchanged | shares											0	0
Revision of Prior Period
Income tax expense (benefit)							$ 300,000			$ 300,000
Heat I
Ownership interest in subsidiary			100%
Pelican Therapeutics, Inc.
Ownership interest in subsidiary			85%								85%	85%	85%	85%		80%
Heat I, Inc. and Pelican
Shares issued in acquisition | shares			35,000
Pelican Therapeutics, Inc.
Contingent consideration liability, written off											$ 3,300,000
Pelican Therapeutics, Inc. | Grant and contract revenue
Revenue											15,200,000		$ 15,200,000	$ 15,200,000
Remaining grant amount receivable											$ 1,500,000		$ 1,500,000	$ 1,500,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 1
Revenue					$ 1,800,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 2
Revenue				$ 6,500,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 3
Revenue		$ 5,400,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Maximum
Amount awarded from CPRIT grant						$ 15,200,000

Short-Term Investments (Details

Short-Term Investments (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Unrealized losses	$ 1.7	$ 0.8
Mutual funds
Estimated fair value	$ 35.8	$ 88.3

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Schedule of Fair Value Financial Instruments (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Derivative warrant liability		$ 11,020
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Derivative warrant liability
Recurring
Assets:
Short-term investments	$ 35,837,309	$ 88,324,922
Liabilities:
Contingent consideration		3,342,515
Derivative warrant liability		11,020
Recurring | Level 1
Assets:
Short-term investments	$ 35,837,309	88,324,922
Recurring | Level 3
Liabilities:
Contingent consideration		3,342,515
Derivative warrant liability		$ 11,020

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Change In Fair Value (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of contingent consideration	$ (3,342,515)	$ 430,000
Change in fair value	(3,342,515)
Contingent Consideration | Pelican Therapeutics, Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning	3,342,515	2,912,515
Change in fair value	(3,342,515)	430,000
Balance at end		$ 3,342,515
Contingent Consideration | Elusys Therapeutics
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Acquisition of Elusys	39,853,685
Payment of receivable consideration	(20,784,571)
Payment of inventory consideration	(4,735,000)
Payment of deferred cash consideration	(2,000,000)
Change in fair value	(109,500)
Reclassification to discontinued operations	$ (12,224,614)

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Schedule of Inputs and Valuation Methodologies Used (Details) - Level 3 $ in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2021
Contingent Consideration | Pelican Therapeutics, Inc. | Discount rate | Probability weighted income approach
Fair Value of Financial Instruments
Contingent Consideration		7.51
Revenue earn-out | Elusys Therapeutics | Discount rate | Discounted cash flow analysis
Fair Value of Financial Instruments
Contingent Consideration	24.5
Revenue earn-out | Elusys Therapeutics | Future revenue projections | Discounted cash flow analysis
Fair Value of Financial Instruments
Contingent Consideration	325.9
Deferred contract consideration | Elusys Therapeutics | Discount rate | Discounted cash flow analysis
Fair Value of Financial Instruments
Contingent Consideration	15.5
Deferred contract consideration | Elusys Therapeutics | Future revenue projections | Discounted cash flow analysis
Fair Value of Financial Instruments
Contingent Consideration	7.6
Minimum | Contingent Consideration | Pelican Therapeutics, Inc. | Probability of occurrence | Probability weighted income approach
Fair Value of Financial Instruments
Contingent Consideration		4.9
Maximum | Contingent Consideration | Pelican Therapeutics, Inc. | Probability of occurrence | Probability weighted income approach
Fair Value of Financial Instruments
Contingent Consideration		75

Fair Value of Financial Instr_6

Fair Value of Financial Instruments - Schedule of Warrant Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Fair Value of Financial Instruments
Assets transfer from level 1 to level 2	$ 0	$ 0
Level 3 Asset transferred, net	0	0
Level 3 liabilities transferred, net	$ 0	$ 0
Current stock price
Fair Value of Financial Instruments
Fair value measurement input | $ / shares	0.81	3.04
Estimated volatility of future stock price
Fair Value of Financial Instruments
Fair value measurement input	0.8094	1.3313
Risk free interest rate
Fair Value of Financial Instruments
Fair value measurement input	0.0475	0.0055
Contractual term
Fair Value of Financial Instruments
Fair value measurement input	0.90	1.90

Fair Value of Financial Instr_7

Fair Value of Financial Instruments - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value of Financial Instruments
Change in fair value of contingent consideration	$ (3,342,515)	$ 430,000

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 18, 2022	Apr. 30, 2022	Mar. 31, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Acquisitions
Goodwill						$ 1,452,338
Contingent consideration, current portion					$ 593,037
Pelican Therapeutics, Inc.
Acquisitions
Ownership interest in subsidiary				85%	85%		85%	80%
Pelican Therapeutics, Inc.
Acquisitions
Percentage of voting interests acquired in acquisition									80%
Cash consideration			$ 200,000
Milestone payment				$ 0
Pelican Therapeutics, Inc. | Stockholders
Acquisitions
Cash consideration			$ 300,000
Elusys Therapeutics
Acquisitions
Earn out payments period	12 years
Percentage of earn out payments	10%
Frequency of periodic earn out payment	1 year
Period of occurrence of earn payment	9 years
Receivable consideration	$ 22,318,685
Consideration paid		$ 20,800,000
Holding back related to future fulfillment cost		$ 1,500,000
Contract receivables	24,526,232
Fair value of the purchase consideration	42,900,000
Cash consideration	3,000,000
Deferred cash consideration	2,000,000
Fair value of contingent and deferred consideration liabilities	$ 37,900,000
Discount rate for deferred consideration	24%
Discount rate for earn out liabilities	14%
Preliminary value of Additional Earn Out liability as percentage	80%
Goodwill	$ 3,301,960
Goodwill deductible for tax purposes	15 years

Acquisitions - Components of Pu

Acquisitions - Components of Purchase Consideration (Details) - USD ($)		12 Months Ended
	Apr. 18, 2022	Dec. 31, 2022
Acquisitions
Total purchase consideration		$ 42,853,685
Elusys Therapeutics
Acquisitions
Cash consideration	$ 3,000,000
Deferred cash consideration	2,000,000
Earn out	5,900,000
Additional earn out	4,735,000
Receivable consideration	22,318,685
Contract deferred consideration	4,900,000
Total purchase consideration	$ 42,853,685

Acquisitions - Purchase Price A

Acquisitions - Purchase Price Allocation (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2023	Apr. 18, 2022	Dec. 31, 2020
Purchase price allocation:
Goodwill					$ 1,452,338
Elusys Therapeutics
Purchase price allocation:
Cash and cash equivalents				$ 5,719,899
Contract receivables				24,526,232
Prepaid expenses and other current assets				1,818,278
Inventory				5,844,000
Intangible asset - definite-lived (Note 7)				9,700,000
Property and equipment				50,224
Operating lease right of use assets				352,906
Other assets				326,249
Total assets acquired				48,337,788
Accounts payable				(204,794)
Accrued expenses and other current liabilities				(5,155,363)
Operating lease obligations				(352,906)
Deferred income tax liability				(3,073,000)
Total liabilities assumed				(8,786,063)
Net assets acquired and liabilities assumed				39,551,725
Goodwill				3,301,960
Total purchase consideration				$ 42,853,685
Measurement period adjustments - intangible assets	$ 1,500,000
Acquisition costs		$ 600,000
Elusys Therapeutics | Forecast
Purchase price allocation:
Contingent consideration			$ 5,400,000

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
Prepaid manufacturing expense	$ 91,477	$ 563,280
Other prepaid expenses and current assets	1,132,502	460,030
Prepaid insurance	201,252	704,650
Prepaid preclinical and clinical expenses	65,892	1,158,560
Prepaid expenses and other current assets	$ 1,491,123	$ 2,886,520

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment
Total	$ 23,392,138	$ 3,662,215
Accumulated depreciation	(2,953,617)	(1,503,736)
Property and equipment, net	20,438,521	2,158,479
Depreciation expense	$ 1,800,000	400,000
Minimum
Property and Equipment
Estimated useful lives	3 years
Maximum
Property and Equipment
Estimated useful lives	8 years
Lab equipment
Property and Equipment
Estimated useful lives	5 years
Total	$ 18,060,058	3,178,855
Leasehold improvements
Property and Equipment
Total	$ 2,486,329	22,563
Leasehold improvements | Minimum
Property and Equipment
Estimated useful lives	5 years
Leasehold improvements | Maximum
Property and Equipment
Estimated useful lives	8 years
Construction-in-process
Property and Equipment
Total	$ 2,053,335	309,620
Computers
Property and Equipment
Estimated useful lives	3 years
Total	$ 502,084	85,071
Furniture and fixtures
Property and Equipment
Estimated useful lives	8 years
Total	$ 245,770	$ 66,106
Vehicles
Property and Equipment
Total	$ 44,562

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets (Details) - USD ($)		3 Months Ended		12 Months Ended
	Apr. 18, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017	Dec. 31, 2020
Goodwill and other intangible assets
Goodwill acquired				$ 5,067,748
Balance of finite-lived intangible assets			$ 3,500,000		$ 3,500,000
In-process research and development impairment				3,500,000	2,366,000
Goodwill impairment loss					1,452,338
Goodwill							$ 1,452,338
Increase in deferred tax liability				(3,288,937)	(145,974)
Revision of Prior Period
Goodwill and other intangible assets
Finite-lived intangible assets acquired		$ (1,500,000)
Goodwill		(300,000)
In-process R&D.
Goodwill and other intangible assets
Balance of finite-lived intangible assets			3,500,000	3,500,000	3,500,000		5,866,000
Carrying value written down			5,900,000		5,900,000
Intangible assets fair value			3,500,000		3,500,000
In-process research and development impairment			2,400,000	3,500,000	2,366,000
Goodwill impairment loss					1,500,000
Goodwill			1,500,000		1,500,000
Intangible Assets
Goodwill and other intangible assets
Finite-lived intangible assets acquired				11,200,000
Balance of finite-lived intangible assets
In-process research and development impairment
Pelican Therapeutics, Inc.
Goodwill and other intangible assets
Goodwill acquired						$ 2,200,000
In-process research and development impairment		3,500,000
Goodwill impairment loss			$ 1,500,000
Pelican Therapeutics, Inc. | In-process R&D.
Goodwill and other intangible assets
Finite-lived intangible assets acquired						$ 5,900,000
Elusys Therapeutics
Goodwill and other intangible assets
Goodwill acquired	$ 3,300,000
Finite-lived intangible assets acquired	9,700,000
In-process research and development impairment				$ 0
Remaining amortization period				80 months
Goodwill	$ 3,301,960
Increase in deferred tax liability		$ (300,000)

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Carrying amount of goodwill and intangible assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Goodwill beginning balance			$ 1,452,338
Impairment			(1,452,338)
Acquisition fair value adjustments		$ (1,765,789)
Reclassified to discontinued operations		(3,301,959)
Intangible Assets
Intangible assets beginning balance		3,500,000
Amortization of intangible asset		(1,030,625)
Intangible assets, ending balance			3,500,000
Intangible Assets
Intangible Assets
Intangible assets beginning balance
Acquisition fair value adjustments		(1,500,000)
Amortization of intangible asset		(1,030,625)
Reclassified to discontinued operations		(8,669,375)
Intangible assets, ending balance
Elusys Therapeutics
Goodwill
Acquisition fair value adjustments	$ (1,200,000)

Accrued Expenses and Other Li_3

Accrued Expenses and Other Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Liabilities
Accrued preclinical and clinical trial expenses	$ 953,252	$ 955,013
Compensation and related benefits	491,191	459,178
Accrued manufacturing expenses	6,133	179,173
Other expenses	426,025	631,312
Accrued franchise tax	40,000	195,000
Accrued expenses and other current liabilities	$ 1,916,601	$ 2,419,676

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details)

1 Months Ended

12 Months Ended

Dec. 31, 2020 USD ($)

Oct. 25, 2016 USD ($)

Apr. 12, 2011 USD ($)

Feb. 18, 2011 USD ($)

Dec. 12, 2010 USD ($)

Sep. 08, 2010 USD ($)

Jun. 30, 2016 USD ($)

Jul. 31, 2011 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2010 USD ($)

Dec. 31, 2008

Dec. 07, 2020 agreement item

Jul. 31, 2016 USD ($)

Dec. 31, 2015 USD ($)

Dec. 31, 2013 USD ($)

Dec. 31, 2012 USD ($)

ANTHIM

Future commitments

$ 53,000,000

University of Miami

Minimum royalty payment for first three years, per year

$ 10,000

Time period of minimum royalty payments

3 years

Minimum royalty payment for remainder life of agreement, per year

$ 20,000

Milestone payment

$ 500,000

Milestone payment upon annual net sales of $100,000,000 or more

$ 250,000

Maintenance fee

$ 82,000

Number of license agreements | agreement

3

Threshold number of major markets | item

1

Number of major markets | item

3

Period of payment of nominal maintenance fee

10 years

Upfront fee

$ 20,000

University of Miami | License agreement ("SS114A")

Reimbursement of for past patent fees

$ 37,381

University of Miami | License I176

Threshold number of major markets | item

1

Number of major markets | item

3

Not-for-profit corporation

Milestone payment

$ 1,000

License Costs

$ 50,000

Maintenance fee

$ 5,000

University of Michigan

Option fees

$ 2,000

Term of option agreement

9 months

Payment for exercise of license option

$ 10,000

Pelican Therapeutics, Inc. | University of Miami

Minimum royalty payment for first three years, per year

$ 10,000

Time period of minimum royalty payments

3 years

Minimum royalty payment for remainder life of agreement, per year

$ 20,000

Heat I

Percentage of issued and outstanding stock owned

7.50%

Shattuck

License Costs

$ 50,000

Zolovax | University of Miami

License time period from date of first sale of a Licensed Product

15 years

Upfront fee

$ 2,500

Pelican Therapeutics, Inc. | Pelican Therapeutics, Inc. | License I176

Minimum royalty payment for remainder life of agreement, per year

$ 20,000

Pelican Therapeutics, Inc. | Pelican Therapeutics, Inc. | University of Miami | License 0331, 0539

Milestone payments due upon submission

150,000

Milestone payments completion of phase 1 clinical trial

$ 250,000

Pelican Therapeutics, Inc. | Pelican Therapeutics, Inc. | University of Miami | License I176

Minimum royalty payment for first three years, per year

$ 10,000

License Costs

$ 50,000

Reimbursement of for past patent fees

15,797

Milestone payments due upon submission

150,000

Milestone payments completion of phase 1 clinical trial

$ 500,000

Commitments and Contingencies_2

Commitments and Contingencies - Future Minimum Royalty Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies
2023	$ 74,000
2024	775,000
2025	25,000
2026	50,000
Total	$ 924,000

Revenue (Details)

Revenue (Details)			1 Months Ended				12 Months Ended		67 Months Ended	79 Months Ended
	Apr. 19, 2022 item	Jan. 07, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 31, 2017 USD ($)	May 31, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 13, 2022 USD ($)
Grant Revenue
Revenue							$ 370,176	$ 2,112,806
Grant receivable							1,524,522		$ 1,524,522	$ 1,524,522
Grant receivable								1,318,359
Allowable expenses incurred under NIH grant							40,000	30,000
License Revenue
Accounts receivable							81,456	$ 66,049	81,456	81,456
Shattuck
License Revenue
License fee received						$ 50,000
Grant and contract revenue | Maximum
Grant Revenue
Amount Awarded From NIH Grant		$ 200,000
ANTHIM Vials
Grant Revenue
Number of vials to be delivered | item	3,000
Contract award											$ 6,000,000
ANTHIM Vials | Accounts receivable
Grant Revenue
Contract with customer, receivable, after allowance for credit loss, current												$ 6,000,000
Pelican Therapeutics, Inc. | Grant and contract revenue
Grant Revenue
Revenue							15,200,000		15,200,000	15,200,000
Remaining grant amount receivable							1,500,000		1,500,000	1,500,000
Amount the company is required to match of each dollar of grant							0.50		0.50	0.50
Threshold amount for match of grant							1		1	1
Contribution to be made by Pelican							7,600,000		7,600,000	7,600,000
Grant receivable							$ 1,500,000		$ 1,500,000	$ 1,500,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Maximum
Grant Revenue
Amount awarded from CPRIT grant						$ 15,200,000
Royalty percentage after threshold is met							1%
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 1
Grant Revenue
Revenue					$ 1,800,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 2
Grant Revenue
Revenue				$ 6,500,000
Pelican Therapeutics, Inc. | Grant and contract revenue | Tranche 3
Grant Revenue
Revenue			$ 5,400,000

Stockholders' Equity - Authoriz

Stockholders' Equity - Authorized Capital (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Preferred Stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0002	$ 0.0002
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	25,661,488	25,649,824
Common Stock, Shares, Outstanding	25,661,488	25,649,824

Stockholders' Equity - ATM Offe

Stockholders' Equity - ATM Offerings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Proceeds from the issuance of common stock	$ 59,692	$ 26,304,282
At The Market Offering
Issuance of common stock (in shares)	0	2,106,027
Average price of common stock		$ 12.18
Proceeds from the issuance of common stock		$ 25,600,000
Percentage of commission for common stock sold		3%

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Warrants - Narratives (Details) - $ / shares			1 Months Ended	12 Months Ended
	Nov. 26, 2018	May 07, 2018	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Common stock warrants
Stockholders' Equity
Warrants exercised			31,000	0	0
Warrants expired					42,556
Warrants exchanged				0	0
Warrants issued				0	31,000
Number of shares of common stock each warrant is exercisable into			1
Outstanding common stock				747,383
Exercise price			$ 5.78
Expiration term			2 years
Common stock warrants | November 2018 Offering
Stockholders' Equity
Warrants issued	657,142
Number of shares of common stock each warrant is exercisable into	1
Exercise price	$ 11.55
Expiration term	5 years
Common stock warrants | May 2018 Offering
Stockholders' Equity
Number of shares of common stock issuable through warrants		1,357,142
Number of shares of common stock each warrant is exercisable into		1
Exercise price		$ 11.09
Common stock issued for conversion of warrants		1,026,785
Expiration term		5 years
Pre-funded warrant | May 2018 Offering
Stockholders' Equity
Exercise price		$ 0.07

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants By Exercise Price (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares	7,036,874	2,954,315	1,480,139
Exercise Price	$ 3.67	$ 7.62	$ 11.05
5/7/2018
Issuance Date	May 07, 2018
Number of Shares	403,025
Exercise Price	$ 11.09
Expiration Date	May 08, 2023
11/26/2018
Issuance Date	Nov. 26, 2018
Number of Shares	313,358
Exercise Price	$ 11.55
Expiration Date	Nov. 26, 2023
1/28/2021
Issuance Date	Jan. 28, 2021
Number of Shares	31,000
Exercise Price	$ 5.78
Expiration Date	Jan. 28, 2023
Common stock warrants
Exercise Price	$ 11.06

Stockholders' Equity - Equity C

Stockholders' Equity - Equity Compensation Plan - Narrative (Details) - shares

1 Months Ended

12 Months Ended

Aug. 02, 2021

Sep. 30, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2019

Dec. 31, 2016

Dec. 31, 2009

Dec. 31, 2020

Oct. 31, 2018

Jun. 30, 2017

Dec. 31, 2015

Jun. 30, 2014

Apr. 30, 2011

Mar. 31, 2011

Stockholders' Equity

Granted

4,307,599

1,674,153

Outstanding stock options

7,036,874

2,954,315

1,480,139

Dividend yield

Stockholders' Equity

Annual interest on outstanding balance

0%

Subsidiaries Stock Incentive Plan

Stockholders' Equity

Outstanding stock options

31,578

44,343

Subsidiaries Stock Incentive Plan | CEO | Skunkworx Bio, Inc.

Stockholders' Equity

Granted

10,526

Subsidiaries Stock Incentive Plan | CEO | Scorpion Biological Services, Inc.

Stockholders' Equity

Granted

10,638

Subsidiaries Stock Incentive Plan | CEO | Abacus Biotech, Inc.

Stockholders' Equity

Granted

10,526

Subsidiaries Stock Incentive Plan | CEO | Blackhawk Bio Inc.

Stockholders' Equity

Granted

10,526

Subsidiaries Stock Incentive Plan | CFO

Stockholders' Equity

Granted

2,127

2009 Stock Incentive Plan

Stockholders' Equity

Number of shares authorized

21,739

65,217

21,739

Expiration term

10 years

Outstanding stock options

1,135

2,622

Common shares available for issuance

86,957

2014 Stock Option Plan

Stockholders' Equity

Number of shares authorized

50,000

Stock Incentive Plan, shares authorized increased

60,000

Outstanding stock options

17,385

21,368

2009 and 2014 Plans

Stockholders' Equity

Granted

300,000

2017 Stock Option Plan

Stockholders' Equity

Number of shares authorized

500,000

Outstanding stock options

31,018

38,227

2018 Stock Option Plan

Stockholders' Equity

Number of shares authorized

571,428

Increase in the number of shares available for grant

571,428

Outstanding stock options

6,955,758

2,847,755

2021 Stock Option Plan

Stockholders' Equity

Common shares available for issuance

547,763

2021 Employee Stock Option Plan

Stockholders' Equity

Number of shares authorized

500,000

Common shares available for issuance

488,336

Share based payment award discount from market price on purchase date

15%

Share based payment award discount from market price on offering date

85%

Stockholders' Equity - Stock-ba

Stockholders' Equity - Stock-based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Stock-based compensation	$ 4,085,737	$ 6,168,981
Employee stock options
Stockholders' Equity
Stock-based compensation	2,782,694	1,136,843
Non-employee stock options
Stockholders' Equity
Stock-based compensation	1,114,894	1,294,279
Employee stock awards
Stockholders' Equity
Stock-based compensation	169,571	2,903,463
Non-employee stock awards
Stockholders' Equity
Stock-based compensation	$ 18,578	$ 834,396
2021 Stock Option Plan
Stockholders' Equity
Common shares available for issuance	547,763

Stockholders' Equity - Accounti

Stockholders' Equity - Accounting for Stock-Based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Stock-based compensation	$ 4,085,737	$ 6,168,981
Compensation expenses capitalized	0	0
Employee stock options
Stockholders' Equity
Stock-based compensation	$ 2,782,694	$ 1,136,843
Vesting period	4 years
Expiration term	10 years	10 years
Employee stock options | Maximum
Stockholders' Equity
Vesting period	10 years

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Dividend yield	0%	0%
Minimum
Stockholders' Equity
Expected volatility	100.85%	99.34%
Risk-free interest rate	1.95%	0.36%
Expected lives (years)	5 years 3 months 18 days	5 years
Maximum
Stockholders' Equity
Expected volatility	105.09%	104.61%
Risk-free interest rate	3.61%	1.36%
Expected lives (years)	6 years 1 month 6 days	6 years 1 month 6 days

Stockholders' Equity - Stock _2

Stockholders' Equity - Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shares
Stock options outstanding at beginning of period	2,954,315	1,480,139
Granted	4,307,599	1,674,153
Exercised	(12,765)	(70,967)
Expired	(82,253)	(49,532)
Forfeited	(130,022)	(79,478)
Stock options outstanding at end of period	7,036,874	2,954,315
Stock options exercisable at end of period	1,680,455
Weighted Average Exercise Price
Stock options outstanding at beginning of period (in dollars per share)	$ 7.62	$ 11.05
Granted (in dollars per share)	1.10	4.65
Exercised (in dollars per share)	1.30	6.53
Expired (in dollars per share)	10.20	14.26
Forfeited	4.44	5.55
Stock options outstanding at end of period (in dollars per share)	3.67	$ 7.62
Stock options exercisable at end of period	$ 9.63
Aggregate Intrinsic Value
Stock options outstanding at beginning of period	$ 100,419	$ 403,743
Stock options outstanding at end of period	16,842	$ 100,419
Stock options exercisable at end of period	$ 16,841
Weighted Average Remaining Contractual Life
Stock options outstanding at end of period	9 years 1 month 6 days
Stock options exercisable at end of period	7 years 6 months
Unrecognized stock-based compensation expense	$ 5,400,000
Unrecognized stock-based compensation expense, recognition period	1 year 3 months 18 days
Weighted-average fair value of options	$ 0.87	$ 3.67

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restricted stock
Shares
Restricted stock at beginning of period	370,170	239,928
Granted		678,490
Vested	(336,169)	(548,248)
Restricted stock at end of period	34,001	370,170
Weighted Average Fair Value
Restricted stock at beginning of period	$ 4.71	$ 4.02
Granted		5.09
Vested	4.86	4.88
Restricted stock at end of period	$ 3.22	$ 4.71
Aggregate fair value of awards vested	$ 1.6	$ 2.2
Restricted stock | Vest on grant date
Stockholders' Equity
Vesting percentage	50%
Restricted stock | Vest on first anniversary
Stockholders' Equity
Vesting percentage	30%
Restricted stock | Vest on each anniversary thereafter
Stockholders' Equity
Vesting percentage	10%
RSU's
Shares
Restricted stock at beginning of period		1,900
Vested		(1,900)
Weighted Average Fair Value
Restricted stock at beginning of period		$ 26.60
Vested		$ 26.60
Increments for delivery of shares for time-based awards	25%

Income Tax (Details)

Income Tax (Details)		12 Months Ended
	Nov. 15, 2021	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) item
Income Tax
Income tax expense (benefit)		$ (215,937)	$ (145,974)
Statutory federal tax rate		21%	21%
Accrued interest and penalty related to uncertain tax positions		$ 0	$ 0
Unrecognized tax benefit		0	0
Unrecognized income tax benefits impact on effective income tax rate		0	$ 0
Number of ownership changes over 50% | item			5
Federal.
Income Tax
Net operating loss carryforwards		174,285,827
Net operating loss available to offset future income		116,493,744
Net operating loss carryforwards		174,285,827
NOLs that will expire unutilized			$ 58,181,799
R&D credits that will expire unutilized			$ 2,935,000
Federal. | Pelican Therapeutics, Inc.
Income Tax
Net operating loss carryforwards		3,027,284
Net operating loss carryforwards		3,027,284
State.
Income Tax
Net operating loss carryforwards		124,461,888
Net operating loss carryforwards		124,461,888
State. | Pelican Therapeutics, Inc.
Income Tax
Net operating loss carryforwards		2,464,819
Net operating loss carryforwards		2,464,819
State. | North Carolina
Income Tax
Corporate income tax (as a percent)	2.50%
Foreign.
Income Tax
Net operating loss carryforwards		125,097
Net operating loss carryforwards		$ 125,097

Income Tax - Income Tax Benefit

Income Tax - Income Tax Benefit (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Expense:
Federal	$ (215,937)	$ (145,974)
Total	$ (215,937)	$ (145,974)

Income Tax - Income Tax Rate Di

Income Tax - Income Tax Rate Differences (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax
Federal income tax expense at statutory rate:	$ (8,734,000)	$ (7,465,000)
Increase (reduction) in income tax resulting from:
State income taxes	(146,000)	556,000
Foreign rate differential	(19,000)	(16,000)
Nondeductible expenses	1,000	1,000
Research and development credit	(1,312,000)	(836,000)
Stock based compensation	192,000	164,000
Excess executive compensation	9,000	259,000
Goodwill Impairment		305,000
Reserve for loss carryforwards limited by Sec. 382	8,000	8,000
Other	65,063	(32,974)
Increase in valuation allowance	9,720,000	6,911,000
Income tax expense (benefit)	$ (215,937)	$ (145,974)

Income Tax - Deferred Tax Asset

Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses	$ 24,542,949	$ 17,830,889
R&D credits	3,822,392	2,538,168
Stock compensation	2,974,242	2,344,902
Contingent consideration		767,763
Deferred revenue	7,465	8,039
Section 174 costs	4,041,814
Unrealized gains/losses	583,683	210,300
Deferred tax assets	35,972,545	23,700,061
Deferred tax liabilities:
Intangible assets		(803,937)
Property, plant and equipment, primarily due to differences in depreciation	(553,840)	(83,122)
Lease liability	(2,732,712)	(78,035)
Other	(99,272)	(83,931)
Deferred tax liabilities	(3,385,824)	(1,049,025)
Valuation allowance	$ (32,586,721)	(22,866,973)
Net deferred tax (liabilities)		$ (215,937)

Leases - Facility Lease (Detail

Leases - Facility Lease (Details)		1 Months Ended
	Sep. 15, 2022 USD ($) item	Oct. 31, 2021 ft²	Jun. 30, 2021 USD ($) ft² item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Leases
Operating lease right-of-use asset				$ 5,866,261	$ 1,782,884
Operating lease liability				3,477,742
Finance lease right-of-use asset				15,329,075	$ 470,700
Finance lease liability				5,821,082
Lab equipment
Leases
Reimbursement of expenses, capitalized	$ 13,200,000
Morrisville, NC
Leases
Area of facility to be leased | ft²			15,996
Lease term			8 years
Number of lease renewal terms | item			1
Lease renewal term			5 years
Maximum amount of tenant improvements provided for under lease			$ 2,400,000
Operating lease right-of-use asset			5,600,000
Operating lease liability			$ 3,200,000
San Antonio, TX
Leases
Area of facility to be leased | ft²		20,144
Reimbursement of expenses to lessor				$ 24,300,000
Lease term	15 years
Number of lease renewal terms | item	1
Lease renewal term	15 years
Number of lease subsequent renewal terms | item	1
Lease subsequent renewal term	10 years
Maximum amount of tenant improvements provided for under lease	$ 2,400,000
Reimbursements, expensed	900,000
Reimbursement included in finance lease right of use asset	10,200,000
Finance lease right-of-use asset	15,100,000
Finance lease liability	$ 5,100,000

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease payments	$ 800,000	$ 400,000
Effective interest rate	5.80%	5.30%
Operating lease cost	$ 732,767	$ 474,135
Finance lease cost
Amortization of lease assets	656,794	185,171
Interest on lease liabilities	181,667	21,970
Total finance lease cost	$ 838,461	$ 207,141
Weighted average remaining lease term (years), Operating leases	7 years 3 months 18 days	5 years
Weighted average remaining lease term (years), Finance leases	13 years 3 months 18 days	2 years
Weighted average incremental borrowing rate, Operating leases	9.37%	6.32%
Weighted average incremental borrowing rate, Finance leases	9.60%	5.30%

Leases - Maturities of Operatin

Leases - Maturities of Operating and Finance Lease Liabilities (Details)	Dec. 31, 2022 USD ($)
Maturities of operating lease liabilities
2024	$ 697,675
2025	618,918
2026	635,180
2027	575,349
2028	592,572
2029	610,407
Thereafter	1,165,655
Total minimum lease payments	4,895,756
Less: imputed interest	(1,418,014)
Present value of operating lease liabilities	3,477,742
Maturities of finance lease liabilities
2024	769,621
2025	812,383
2026	715,782
2027	595,309
2028	615,269
2029	635,827
Thereafter	7,080,308
Total minimum lease payments	11,224,499
Less: imputed interest	(5,403,417)
Present value of lease liabilities	5,821,082
Maturities of lease liabilities
2024	1,467,296
2025	1,431,301
2026	1,350,962
2027	1,170,658
2028	1,207,841
2029	1,246,234
Thereafter	8,245,963
Total minimum lease payments	16,120,255
Less: imputed interest	(6,821,431)
Present value of lease liabilities	$ 9,298,824

Related Party Transactions - Na

Related Party Transactions - Narrative (Details)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Percentage of outstanding common stock	1.20%

Net Loss Per Share - Reconcilia

Net Loss Per Share - Reconciliation of Net Loss (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Net Loss Per Share
Net loss	$ (13,347,771)	$ (6,937,910)	$ (15,127,708)	$ (28,475,479)	$ (43,862,197)	$ (35,400,807)
Net loss - Non-controlling interest					(427,491)	(329,339)
Net loss attributable to NightHawk	$ (13,258,350)	$ (6,831,286)	$ (14,951,873)	$ (28,210,223)	$ (43,434,706)	$ (35,071,468)
Weighted-average common shares outstanding, basic (in shares)					25,606,326	24,913,942
Weighted-average common shares outstanding, diluted (in shares)					25,606,326	24,913,942
Net loss per share, basic - continuing operations (in dollars per share)	$ (0.40)	$ (0.35)	$ (0.67)	$ (1.07)	$ (1.60)	$ (1.41)
Net loss per share, diluted - continuing operations (in dollars per share)	(0.40)	(0.35)	(0.67)	(1.07)	(1.60)	(1.41)
Net loss per share, basic - discontinued operations (in dollars per share)	(0.12)	0.08	0.08	(0.03)	(0.10)
Net loss per share, diluted - discontinued operations (in dollars per share)	$ (0.12)	$ 0.08	$ 0.08	$ (0.03)	(0.10)
Net loss per share common share attributable to NightHawk Biosciences, Inc., basic					(1.70)	(1.41)
Net loss per share common share attributable to NightHawk Biosciences, Inc., diluted					$ (1.70)	$ (1.41)

Net Loss Per Share - Antidiluti

Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee stock options
Net Loss Per Share
Potentially dilutive securities	7,036,874	2,954,315
Restricted stock subject to forfeiture and restricted stock units
Net Loss Per Share
Potentially dilutive securities	34,001	370,170
Common stock warrants
Net Loss Per Share
Potentially dilutive securities	747,383	747,383

Quarterly Financial Data (Una_3

Quarterly Financial Data (Unaudited and restated) - Restated consolidated balance sheet (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and cash equivalents	$ 3,191,714			$ 8,053,879
Accounts receivable	81,456			66,049
Prepaid expenses and other current assets	1,491,123			2,886,520
Current assets of discontinued operations	7,928,136
Property and Equipment, net	20,438,521			2,158,479
Intangible assets, net				3,500,000
Goodwill					$ 1,452,338
Operating lease right-of-use asset	5,866,261			1,782,884
Other assets	260,011			12,193,540
Deposits	270,461			205,901
long-term assets of discontinued operations	12,178,323
Total Assets	104,396,912	$ 119,911,913		120,961,233
Accounts payable	4,213,732			922,782
Operating lease liability, current portion	397,855			350,343
Accrued expenses and other liabilities	1,916,601			2,419,676
Contingent consideration, current portion				593,037
Current liabilities of discontinued operations	9,622,279
Deferred tax liability			$ 215,937	215,937
Operating lease liability, net of current portion	3,079,887			1,060,856
Contingent consideration				1,990,118
Non-current liabilities of discontinued operations	5,290,500
Total Liabilities	31,960,244	33,713,187	33,141,130	8,927,662
Accumulated deficit	209,153,659	(193,929,176)	(180,670,826)	165,718,953
Total Stockholders' Equity - NightHawk Biosciences, Inc.	73,922,847	87,538,725	99,964,241	113,108,314
Total Stockholders' Equity	72,436,668	86,198,726	98,713,663	112,033,571	$ 115,493,923
Total Liabilities and Stockholders' Equity	$ 104,396,912	119,911,913		$ 120,961,233
Reclass for Discontinued Operations
Goodwill		(3,214,747)
As Previously Reported
Goodwill		3,467,747
Total Assets		120,164,913
Deferred tax liability		3,326,000	3,541,937
Total Liabilities		37,039,187	36,467,130
Accumulated deficit		(197,002,176)	(183,996,826)
Total Stockholders' Equity - NightHawk Biosciences, Inc.		84,465,725	96,638,241
Total Stockholders' Equity		83,125,726	95,387,663
Total Liabilities and Stockholders' Equity		120,164,913
Adjustments
Goodwill		(253,000)
Total Assets		(253,000)
Deferred tax liability		(3,326,000)	(3,326,000)
Total Liabilities		(3,326,000)	(3,326,000)
Accumulated deficit		3,073,000	3,326,000
Total Stockholders' Equity - NightHawk Biosciences, Inc.		3,073,000	3,326,000
Total Stockholders' Equity		3,073,000	3,326,000
Total Liabilities and Stockholders' Equity		(253,000)
As Restated
Goodwill		3,214,747
Total Assets		119,911,913
Deferred tax liability			215,937
Total Liabilities		33,713,187	33,141,130
Accumulated deficit		(193,929,176)	(180,670,826)
Total Stockholders' Equity - NightHawk Biosciences, Inc.		87,538,725	99,964,241
Total Stockholders' Equity		86,198,726	$ 98,713,663
Total Liabilities and Stockholders' Equity		$ 119,911,913

Quarterly Financial Data (Una_4

Quarterly Financial Data (Unaudited and restated) - Restated consolidated statements of operations and comprehensive loss (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Revenue					$ 370,176	$ 2,112,806
Operating expenses:
Cost of revenues					81,295
Research and development					20,223,495	16,455,278
General and administrative					20,130,546	16,828,229
In-process research and development impairment					3,500,000	2,366,000
Amortization of intangible asset					1,030,625
Change in fair value of contingent consideration					(3,342,515)	430,000
Total operating expenses					40,592,821	37,531,845
Operating loss					(40,222,645)	(35,419,039)
Change in fair value of warrant liability					11,020	22,758
Unrealized (loss) gain on available-for-sale securities					(1,701,428)	(842,538)
Other expense, net					(665,198)	692,038
Total non-operating loss					(1,368,359)	(127,742)
Net loss before income taxes from continuing operations					(41,591,004)	(35,546,781)
Income tax benefit	$ 215,937			$ 215,937	215,937	145,974
Net loss from continuing operations	(10,393,828)	$ (9,033,070)	$ (17,222,868)	(27,616,697)	(41,375,067)	(35,400,807)
Net loss from discontinued operations before income taxes	(2,700,943)	(1,230,840)	(1,230,840)	(3,931,782)	(5,560,130)
Income tax benefit from discontinued operations	(253,000)	3,326,000	3,326,000	3,073,000	3,073,000
Net loss	(13,347,771)	(6,937,910)	(15,127,708)	(28,475,479)	(43,862,197)	(35,400,807)
Net loss - non-controlling interest					(427,491)	(329,339)
Net loss attributable to NightHawk Biosciences, Inc.	$ (13,258,350)	$ (6,831,286)	$ (14,951,873)	$ (28,210,223)	$ (43,434,706)	$ (35,071,468)
Net loss per share, basic - continuing operations (in dollars per share)	$ (0.40)	$ (0.35)	$ (0.67)	$ (1.07)	$ (1.60)	$ (1.41)
Net loss per share, diluted - continuing operations (in dollars per share)	(0.40)	(0.35)	(0.67)	(1.07)	(1.60)	$ (1.41)
Net loss per share, basic - discontinued operations (in dollars per share)	(0.12)	0.08	0.08	(0.03)	(0.10)
Net loss per share, diluted - discontinued operations (in dollars per share)	$ (0.12)	$ 0.08	$ 0.08	$ (0.03)	$ (0.10)
Total comprehensive loss	$ (13,232,112)	$ (6,788,055)	$ (15,033,122)	$ (28,265,234)	$ (43,742,332)	$ (35,302,692)
Comprehensive loss - NightHawk Biosciences, Inc.	(13,142,691)	(6,681,431)	(14,857,287)	(27,999,978)	$ (43,314,841)	$ (34,973,353)
Reclass for Discontinued Operations
Operating expenses:
Income tax benefit	253,000	(3,326,000)	(3,326,000)	(3,073,000)
Net loss from continuing operations	2,953,943	(2,095,160)	(2,095,160)	858,782
Net loss from discontinued operations before income taxes	(2,700,943)	(1,230,840)	(1,230,840)	(3,931,782)
Income tax benefit from discontinued operations	$ (253,000)	$ 3,326,000	$ 3,326,000	$ 3,073,000
Net loss per share, basic - continuing operations (in dollars per share)	$ 0.12	$ (0.08)	$ (0.09)	$ 0.03
Net loss per share, diluted - continuing operations (in dollars per share)	0.12	(0.08)	(0.09)	0.03
Net loss per share, basic - discontinued operations (in dollars per share)	(0.12)	0.08	0.08	(0.03)
Net loss per share, diluted - discontinued operations (in dollars per share)	$ (0.12)	$ 0.08	$ 0.08	$ (0.03)
As Previously Reported
Operating expenses:
Income tax benefit	$ 215,937			$ 215,937
Net loss from continuing operations	(13,094,771)	$ (10,263,910)	$ (18,453,708)	(31,548,479)
Net loss	(13,094,771)	(10,263,910)	(18,453,708)	(31,548,479)
Net loss attributable to NightHawk Biosciences, Inc.	$ (13,005,350)	$ (10,157,286)	$ (18,277,873)	$ (31,283,223)
Net loss per share, basic - continuing operations (in dollars per share)	$ (0.51)	$ (0.40)	$ (0.71)	$ (1.22)
Net loss per share, diluted - continuing operations (in dollars per share)	$ (0.51)	$ (0.40)	$ (0.71)	$ (1.22)
Total comprehensive loss	$ (12,979,112)	$ (10,114,055)	$ (18,359,122)	$ (31,338,234)
Comprehensive loss - NightHawk Biosciences, Inc.	(12,889,691)	(10,007,431)	(18,183,287)	(31,072,978)
Adjustments
Operating expenses:
Income tax benefit	(253,000)	3,326,000	3,326,000	3,073,000
Net loss from continuing operations	(253,000)	3,326,000	3,326,000	3,073,000
Net loss	(253,000)	3,326,000	3,326,000	3,073,000
Net loss attributable to NightHawk Biosciences, Inc.	$ (253,000)	$ 3,326,000	$ 3,326,000	$ 3,073,000
Net loss per share, basic - continuing operations (in dollars per share)	$ (0.01)	$ 0.13	$ 0.13	$ 0.12
Net loss per share, diluted - continuing operations (in dollars per share)	$ (0.01)	$ 0.13	$ 0.13	$ 0.12
Total comprehensive loss	$ (253,000)	$ 3,326,000	$ 3,326,000	$ 3,073,000
Comprehensive loss - NightHawk Biosciences, Inc.	(253,000)	3,326,000	3,326,000	3,073,000
As Restated
Operating expenses:
Income tax benefit	(37,063)	3,326,000	3,326,000	3,288,937
Net loss from continuing operations	(13,347,771)	(6,937,910)	(15,127,708)	(28,475,479)
Net loss	(13,347,771)	(6,937,910)	(15,127,708)	(28,475,479)
Net loss attributable to NightHawk Biosciences, Inc.	$ (13,258,350)	$ (6,831,286)	$ (14,951,873)	$ (28,210,223)
Net loss per share, basic - continuing operations (in dollars per share)	$ (0.52)	$ (0.27)	$ (0.58)	$ (1.10)
Net loss per share, diluted - continuing operations (in dollars per share)	$ (0.52)	$ (0.27)	$ (0.58)	$ (1.10)
Total comprehensive loss	$ (13,232,112)	$ (6,788,055)	$ (15,033,122)	$ (28,265,234)
Comprehensive loss - NightHawk Biosciences, Inc.	$ (13,142,691)	$ (6,681,431)	$ (14,857,287)	$ (27,999,978)

Quarterly Financial Data (Una_5

Quarterly Financial Data (Unaudited and restated) - Restated consolidated cash flow (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Net loss	$ (13,347,771)	$ (6,937,910)	$ (15,127,708)	$ (28,475,479)	$ (43,862,197)	$ (35,400,807)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred tax liability			(3,326,000)	(3,288,937)
As Previously Reported
Net loss	(13,094,771)	(10,263,910)	(18,453,708)	(31,548,479)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred tax liability				(215,937)
Adjustments
Net loss	$ (253,000)	$ 3,326,000	3,326,000	3,073,000
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred tax liability			$ (3,326,000)	$ (3,073,000)

Discontinued Operations - Sched

Discontinued Operations - Schedule of Assets and liabilities classified as held for sale in Consolidated Balance Sheets (Details)	Dec. 31, 2022 USD ($)
Current assets:
Total Current Assets	$ 7,928,136
Long term assets:
Total long term assets	12,178,323
Current liabilities:
Total current liabilities	9,622,279
Long term liabilities:
Total long term liabilities	5,290,500
Held for sale | Elusys Therapeutics business
Current assets:
Cash and cash equivalents	5,242,840
Income tax refund receivable	600,877
Prepaid expenses and other current assets	2,084,419
Total Current Assets	7,928,136
Long term assets:
Property and equipment, net	41,854
Intangible assets, net	8,669,375
Goodwill	3,301,959
Operating lease right-of-use asset	138,885
Deposits	26,250
Total long term assets	12,178,323
Total assets held for sale	20,106,459
Current liabilities:
Accounts payable	210,321
Accrued expenses and other liabilities	2,385,320
Contingent consideration, current portion	6,934,114
Operating lease liability, current portion	92,524
Total current liabilities	9,622,279
Long term liabilities:
Contingent consideration, net of current portion	5,290,500
Total long term liabilities	5,290,500
Total liabilities held for sale	$ 14,912,779

Discontinued Operations - Sch_2

Discontinued Operations - Schedule of discontinued operation in operations statement (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022
Discontinued operation operating expense
Net loss from discontinued operations before income taxes	$ (2,700,943)	$ (1,230,840)	$ (1,230,840)	$ (3,931,782)	$ (5,560,130)
Income tax expense from discontinued operations	$ (253,000)	$ 3,326,000	$ 3,326,000	$ 3,073,000	3,073,000
Held for sale | Elusys Therapeutics business
Discontinued Operations
Revenue					6,012,993
Discontinued operation operating expense
Cost of revenues					6,319,723
Research and development					3,237,905
Selling, general and administrative					1,000,333
Amortization of intangible asset					1,030,625
Change in fair value of contingent consideration					(109,500)
Total operating expenses					11,479,086
Loss from operations					(5,466,093)
Other expense, net					94,037
Total non-operating income (loss)					94,037
Net loss from discontinued operations before income taxes					(5,560,130)
Income tax expense from discontinued operations					3,073,000
Net loss from discontinued operations					$ (2,487,130)

Discontinued Operations - Disco

Discontinued Operations - Discontinued Operations - Schedule of total operating and investing cash flows of discontinued operations (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Significant operating non-cash reconciliation items
Total net cash provided by operating activities from discontinued operations	$ 30,042,512
Significant investing items
Total net cash used by investing activities from discontinued operations	(20,064,672)
Significant financing items
Total net cash used by financing activities from discontinued operations	$ (4,735,000)

Subsequent Events (Details)

Subsequent Events (Details)		12 Months Ended
	Dec. 11, 2023 USD ($) D	Dec. 31, 2022 USD ($)
Subsequent Events
Payment of cash		$ (2,719,899)
Elusys Therapeutics
Subsequent Events
Liabilities and manufacturing commitments	$ 40,000,000
Payment of cash	$ 500,000
Percentage of royalty fee	3%
Royalty fees	$ 5,000,000
Outstanding royalty expenses	$ 5,000,000
Debt instrument interest rate	1%
Debt instrument weighted average interest rate	110%
Debt instrument conversion of value issued upon conversion	$ 2,250,000
Debt instrument trading days | D	7