Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 26, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-35994 | ||
Entity Registrant Name | Scorpius Holdings, Inc. | ||
Entity Incorporation | DE | ||
Entity Tax Identification Number | 26-2844103 | ||
Entity Address, Address Line One | 627 Davis Drive, 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 | SCPX | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,554,383 | ||
Entity Common Stock, Shares Outstanding | 36,031,964 | ||
Entity Central Index Key | 0001476963 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Firm ID | 243 | ||
Auditor Location | Raleigh, NC |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 184,925 | $ 3,191,714 |
Short-term investments | 2,206,555 | 35,837,309 |
Accounts receivable | 375,192 | 81,456 |
Grant receivable | 1,524,522 | |
Estimated fair value of contingent consideration receivable, related party | 268,000 | |
Prepaid expenses and other current assets | 817,029 | 1,491,123 |
Inventory | 909,158 | |
Current assets of discontinued operations | 7,928,136 | |
Total Current Assets | 4,760,859 | 50,054,260 |
Property and Equipment, net | 17,587,337 | 20,438,521 |
Operating lease right-of-use asset | 6,041,439 | 5,866,261 |
Finance lease right-of-use asset | 20,473,742 | 15,329,075 |
Other assets | 203,135 | 260,011 |
Deposits | 251,115 | 270,461 |
Contingent earn-out receivable, related party | 1,720,000 | |
Non-current assets of discontinued operations | 12,178,323 | |
Total Assets | 51,037,627 | 104,396,912 |
Current Liabilities | ||
Accounts payable | 4,109,947 | 4,213,732 |
Deferred revenue, current portion | 2,359,441 | 1,585,808 |
Operating lease liability, current portion | 524,208 | 397,855 |
Finance lease liability, current portion | 904,681 | 301,048 |
Accrued expenses and other liabilities | 2,201,861 | 1,916,601 |
Current liabilities of discontinued operations | 9,622,279 | |
Total Current Liabilities | 10,100,138 | 18,037,323 |
Long Term Liabilities | ||
Deferred revenue, net of current portion | 30,000 | 32,500 |
Operating lease liability, net of current portion | 3,597,014 | 3,079,887 |
Financing lease liability, net of current portion | 9,016,140 | 5,520,034 |
Non-current liabilities of discontinued operations | 5,290,500 | |
Total Liabilities | 22,743,292 | 31,960,244 |
Commitments and Contingencies (Note 11 and 15) | ||
Stockholders' Equity | ||
Common stock, $0.0002 par value; 250,000,000 shares authorized, 26,219,461 and 25,661,488 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 5,244 | 5,126 |
Additional paid-in capital | 285,713,238 | 283,019,456 |
Accumulated deficit | (254,370,827) | (209,153,659) |
Accumulated other comprehensive income | 48,877 | 51,924 |
Total Stockholders' Equity - Scorpius Holdings, Inc. | 31,396,532 | 73,922,847 |
Non-Controlling Interest | (3,102,197) | (1,486,179) |
Total Stockholders' Equity | 28,294,335 | 72,436,668 |
Total Liabilities and Stockholders' Equity | $ 51,037,627 | $ 104,396,912 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 26,219,461 | 25,661,488 |
Common stock, shares outstanding | 26,219,461 | 25,661,488 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Revenue | $ 6,994,838 | $ 370,176 |
Operating expenses: | ||
Cost of revenues | 2,736,998 | 81,295 |
Research and development | 20,119,791 | 20,223,495 |
Selling, general and administrative | 26,170,221 | 20,130,546 |
In-process research and development impairment | 3,500,000 | |
Change in fair value of contingent consideration | (3,342,515) | |
Total operating expenses | 49,027,010 | 40,592,821 |
Operating loss | (42,032,172) | (40,222,645) |
Change in fair value of warrant liability | 11,020 | |
Interest income | 457,189 | 987,247 |
Unrealized gain (loss) on short-term investments | 123,044 | (1,701,428) |
Interest expense | (776,838) | (182,509) |
Other expense, net | (104,822) | (482,689) |
Total non-operating loss | (301,427) | (1,368,359) |
Net loss before income taxes from continuing operations | (42,333,599) | (41,591,004) |
Income tax benefit | 571,120 | 215,937 |
Net loss from continuing operations | (41,762,479) | (41,375,067) |
Net loss from discontinued operations before income taxes | (5,005,518) | (5,560,130) |
Income tax (expense) benefit from discontinued operations | (65,189) | 3,073,000 |
Net loss from discontinued operations, net of tax benefit | (5,070,707) | (2,487,130) |
Net loss | (46,833,186) | (43,862,197) |
Net loss - non-controlling interest | (1,616,018) | (427,491) |
Net loss attributable to Scorpius Holdings, Inc. | $ (45,217,168) | $ (43,434,706) |
Net loss per share, basic - continuing operations (in dollars per share) | $ (1.54) | $ (1.60) |
Net loss per share, diluted - continuing operations (in dollars per share) | (1.54) | (1.60) |
Net loss per share, basic - discontinued operations (in dollars per share) | (0.19) | (0.10) |
Net loss per share, diluted - discontinued operations (in dollars per share) | (0.19) | (0.10) |
Net loss per share common share attributable to Scorpius Holdings, Inc., basic | (1.74) | (1.70) |
Net loss per share common share attributable to Scorpius Holdings, Inc., diluted | $ (1.74) | $ (1.70) |
Weighted-average common shares outstanding, basic (in shares) | 26,046,594 | 25,606,326 |
Weighted-average common shares outstanding, diluted (in shares) | 26,046,594 | 25,606,326 |
Comprehensive loss from continuing operations: | ||
Net loss | $ (46,833,186) | $ (43,862,197) |
Unrealized (loss) gain on foreign currency translation | (3,047) | 119,865 |
Total comprehensive loss | (46,836,233) | (43,742,332) |
Comprehensive loss attributable to non-controlling interest | (1,616,018) | (427,491) |
Comprehensive loss - Scorpius Holdings, Inc. | $ (45,220,215) | $ (43,314,841) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interest | Total |
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) | ||||
Common Stock Issuance 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 (loss) | 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 |
ATM raise | 27 | 46,115 | 46,142 | |||
Issuance of common stock from vesting of restricted stock awards | 79 | (79) | ||||
Common Stock Issuance ESPP | 12 | 19,470 | 19,482 | |||
Stock based compensation | 2,628,276 | 2,628,276 | ||||
Other comprehensive income (loss) | (3,047) | (3,047) | ||||
Net loss | (45,217,168) | (1,616,018) | (46,833,186) | |||
Ending Balance at Dec. 31, 2023 | $ 5,244 | $ 285,713,238 | $ (254,370,827) | $ 48,877 | $ (3,102,197) | $ 28,294,335 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (46,833,186) | $ (43,862,197) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment loss | 3,873,079 | |
Intangible asset impairment loss | 2,277,921 | |
Intangible asset impairment loss | 3,500,000 | |
Depreciation and amortization | 6,474,256 | 2,115,015 |
Amortization of intangible asset | 1,091,250 | 1,030,625 |
Noncash lease expense | 514,665 | 116,583 |
Stock-based compensation | 2,628,276 | 4,085,737 |
Change in fair value of common stock warrants | (11,020) | |
Change in fair value of contingent consideration | (107,355) | (3,452,015) |
Unrealized (gain) loss on investments | (123,019) | 1,701,443 |
Deferred tax liability | (571,120) | (3,288,937) |
Payment of contingent consideration | (1,073,145) | |
Gain on sale of discontinued operations | (1,467,451) | |
Increase (decrease) in cash arising from changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (293,698) | (15,967) |
Other assets | (368,124) | 12,233,529 |
Prepaid expenses and other current assets | 2,731,454 | 58,656 |
Grant receivable | 1,524,522 | (206,163) |
Contract receivables | 24,526,231 | |
Inventory | (909,158) | 5,844,000 |
Income tax receivable | 600,877 | 443,968 |
Right-of-use assets | (277,807) | (12,158,238) |
Deposits | 42,439 | (64,560) |
Accounts payable | (116,908) | 3,299,326 |
Deferred revenue | 771,133 | 1,583,308 |
Accrued expenses and other liabilities | (1,921,496) | (3,126,158) |
Other long-term liabilities | (53,530) | |
Net Cash Used In Operating Activities | (31,532,595) | (5,700,364) |
Cash Flows from Investing Activities | ||
Purchase of short-term investments | (483,497) | (2,457,348) |
Sale of short-term investments | 34,237,270 | 53,243,519 |
Purchases of property and equipment | (1,985,557) | (20,117,998) |
Disposal of property and equipment | 220,802 | 388,103 |
Proceeds from sale of Elusys Therapeutics | 247,577 | |
Acquisition of Elusys Therapeutics, net of cash paid | 2,719,899 | |
Payment of contingent consideration | (22,784,571) | |
Net Cash Provided by Investing Activities | 32,236,595 | 10,991,604 |
Cash Flows from Financing Activities | ||
Proceeds from the issuance of common stock | 65,624 | 59,692 |
Payment of contingent consideration | (6,434,115) | (4,735,000) |
Repayments of principal under finance lease | (2,583,583) | (231,633) |
Net Cash Used In Financing Activities | (8,952,074) | (4,906,941) |
Effect of exchange rate changes on cash and cash equivalents | (1,555) | (3,624) |
Net (Decrease) Increase in Cash and Cash Equivalents | (8,249,629) | 380,675 |
Cash and Cash Equivalents - Beginning of the Period | 8,434,554 | 8,053,879 |
Cash and Cash Equivalents - End of the Period | 184,925 | 8,434,554 |
Supplemental Disclosure for Cash Flow Information: | ||
Right-of-use assets obtained upon operating lease commencements | 895,578 | 6,348,346 |
Right-of-use assets obtained upon financing lease commencements | 9,983,504 | 15,477,515 |
Right-of-use assets surrendered upon financing lease modifications | (3,092,408) | (81,752) |
Right-of-use assets obtained upon financing lease modifications | 70,033 | 37,654 |
Right-of-use assets obtained upon operating lease modifications | 87,839 | |
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, 2023 and 2022 | ||
Cash and cash equivalents included in current assets of discontinued operations | 5,242,840 | |
Cash and cash equivalents of continuing operations | 184,925 | 3,191,714 |
Total cash and cash equivalents | $ 184,925 | $ 8,434,554 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization | |
Organization | 1. Organization Scorpius Holdings, Inc. (formerly Nighthawk Biosciences, Inc.) is a contract development and manufacturing organization ( “ ” “ ” “ ” During the past year, the Company ’ Effective February 6, 2024, NightHawk Biologics, Inc. changed its name to Scorpius Holdings, Inc. (the “ ” “ ” |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations | |
Discontinued Operations | 2. Discontinued Operations On December 27, 2023, NightHawk Biosciences, Inc. completed the sale of all of its assets and equity interest in Elusys Therapeutics, Inc. (“Elusys”) to Elusys Holdings, a company controlled by our Chairman, Chief Executive Officer, and President, Jeffrey Wolf for approximately $2.5 million before working capital, escrow adjustments and transaction expenses. Total consideration included $0.5 million of cash received at closing, $0.3 million related to consideration from a one-year convertible note, and fair value of $1.7 million in future payments from Elusys upon the achievement by Elusys of certain financial goals. The gain on the transaction was approximately $1.5 million. The Company has separately reported the financial results of Elusys as discontinued operations in our consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022, respectively. Assets and liabilities Assets and liabilities classified as discontinued operations in the consolidated balance sheets as of December 31, 2022 consist of the following: Assets of discontinued operations: December 31, 2022 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 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 results of operations from discontinued operations for the years ended December 31, 2023 and 2022 have been reflected in the consolidated statement of operations and consist of the following: For the Year Ended December 31, 2023 2022 Revenue $ 6,699,200 $ 6,012,993 Operating expenses: Cost of revenues 2,163,723 6,319,723 Research and development 2,549,959 3,237,905 Selling, general and administrative 1,346,565 1,000,333 Amortization of intangible asset 1,091,250 1,030,625 Goodwill impairment loss 3,873,079 — Intangible asset impairment loss 2,277,921 — Change in fair value of contingent consideration (107,355) (109,500) Total operating expenses 13,195,142 11,479,086 Loss from operations (6,495,942) (5,466,093) Gain on sale of discontinued operations (1,467,451) — Other expense, net (22,973) 94,037 Total non-operating (loss) income (1,490,424) 94,037 Net loss from discontinued operations before income taxes (5,005,518) (5,560,130) Income tax benefit from discontinued operations (65,189) 3,073,000 Net loss from discontinued operations $ (5,070,707) $ (2,487,130) The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. Total operating, investing and financing cash flows of discontinued operations for the year ended December 31, 2023 and 2022 are comprised of the following: 2023 2022 Total net cash (used in) provided by operating activities from discontinued operations $ (5,032,271) $ 30,042,512 Total net cash provided (used in) by investing activities from discontinued operations $ 41,854 $ (20,064,672) Total net cash used by financing activities from discontinued operations $ — $ (4,735,000) Derecognition and Gain from Disposal of Discontinued Operations As a result of the Elusys Therapeutics, Inc. sale and pursuant to the terms and conditions of the divestiture agreement entered into with Elusys Holdings, the Company ceased to have a financial interest in Elusys Therapeutics, Inc. as of December 27, 2023. Because the Company was selling all of its equity interest in Elusys Therapeutics, a wholly owned subsidiary that met the definition of a business, the Company considered deconsolidation guidance under ASC 810-10-40 Consolidation – Derecognition Pursuant to the Agreement, Elusys Holdings was obligated to pay us $500,000 on December 11, 2023, which payment was timely completed. Elusys Holdings is further obligated to pay to us on an annual basis a royalty fee equal to 3% of gross revenue received by Elusys Holdings 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, we have not received an aggregate of $5,000,000 in such royalty fees, Elusys Holdings will be obligated to pay to us no later than March 1, 2029 a cash payment equal to the difference between the aggregate amount of such royalty fees received by us and $5,000,000. Pursuant to the Agreement, at the December 27, 2023 closing of the Divestiture Transaction (the “Divestiture Closing”), Elusys Holdings assumed certain specified liabilities and manufacturing commitments relating to Elusys Therapeutics’ business, which at the time of the Divestiture were estimated at $51.4 million. The assumed liabilities and manufacturing commitments include all amounts owed to the former owners of Elusys Therapeutics under that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among us, Heat Acquisition Sub 1, Inc., Elusys Therapeutics and Fortis Advisors LLC, in its capacity as “Stockholders’ Representative,” which provides that we will remain liable if Elusys Holdings fails to satisfy its obligations to pay merger consideration under the Merger Agreement. In addition, from and after the Divestiture Closing, Elusys Holdings asumed all operating costs of Elusys Therapeutics, including the costs incurred after the closing related to Elusys Therapeutics employees, consultants, and regulatory and research costs. Mr. Wolf and William Ostrander, our Chief Financial Officer, will continue to serve in their current positions with us and also continue to serve as the Chief Executive Officer and Chief Financial Officer, respectively, of Elusys Holdings. Also in connection with the transaction, we entered into a Shared Services Agreement with the Buyer setting forth the terms on which we will provide to Buyer, on a transitional basis, certain services or functions that it has historically provided to Elusys. Shared services will include various administrative, accounting, billing, cash management and banking and budgeting services and other support services. In consideration for such services, the Buyer will pay fees to us for the services provided, and those fees will generally be in amounts intended to allow us to recover all of its direct and indirect costs incurred in providing those services. We will charge the Buyer a fee for services performed by (i) our employees which shall be a percentage of each employee’s base salary based upon an allocation of their business time spent providing such services and (ii) third parties, the fees charged by such third parties. Buyer will also pay us for general and administrative expenses incurred by us attributable to both the operation of the Buyer and us (other than the provision of the services performed by us employees) and the provision of the shared services. As of December 31, 2023, no such services were provided. The fair value of consideration received is shown in the following table: 2023 Upfront cash consideration $ 500,000 Estimated fair value of 3% ANTHIM earnout $ 1,720,000 Estimated fair value of contingent consideration receivable, related party $ 268,000 Total fair value of contingent consideration receivable, related party $ 1,988,000 Total fair value of consideration received $ 2,488,000 Refer to “The Divestiture of Elusys Therapeutics, Inc.” for additional information on fair value assumptions of each contingent consideration. The book value of the assets and liabilities derecognized on December 27, 2023 in connection with the sale were as follows: 2023 Cash $ 252,423 Prepaid expenses and deposits 30,228 Intangibles and other long-term assets 6,728,109 Accounts payable (197,082) Accrued expenses and other liabilities (1,183,129) Contingent royalty earnout liability (4,610,000) Net book value of assets and liabilities sold $ 1,020,549 After recording the fair value of consideration and derecognition of assets and liabilities, the Company recorded a gain from disposal of discontinued operations in the amount of $1,467,451 as follows: 2023 Total fair value of consideration received and receivable $ 2,488,000 Less: net book value of assets and liabilities sold (1,020,549) Gain from disposal of discontinued operations $ 1,467,451 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Scorpius Holdings, Inc., and its subsidiaries (“the Company” or “Scorpius”), 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. (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., and Abacus Biotech, Inc. 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, 2023 and 2022 year-end financials include an 85% controlling interest in Pelican and a 94% controlling interest in Scorpius Holdings, Inc. Scorpius Holdings, Inc. 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. Going Concern Uncertainty The Company has an accumulated deficit of $254.4 million as of December 31, 2023 and a net loss of approximately $46.8 million for the year ended December 31, 2023 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 significant expenses 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. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will 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 will 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, equipment sale leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2023, the Company had approximately $2.4 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, a small customer base with mostly short-term contracts, uncertainty of market acceptance of the Company’s service offerings, market competition from similar and larger sized CDMO companies, competitive pricing pressure, 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. If third-party suppliers do not supply raw materials on a timely basis, the Company’s manufacturing services may be delayed or canceled which would adversely impact our financial condition and results of operations. If our suppliers are non-compliant with the FDA’s quality system regulations or other applicable laws or regulations, the Company would be required to find alternative suppliers. 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, consideration receivable, other intangible assets, income taxes, stock-based compensation, right-of-use assets and lease liabilities, estimates used in divestiture accounting, and useful lives of intangible assets. Actual results may differ from those estimates. 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 (“CODM”) in making decisions regarding resource allocation and assessing performance. To date, the CODM 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 are equity securities and are carried at their fair value based on quoted market prices. Realized and unrealized gains and losses on equity securities are included in net earnings in the period earned or incurred. 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. The fair value of warrants was affected by changes in inputs to the Monte Carlo simulation model including the Company’s stock price,expected stock price volatility, the remaining term, and the risk-free interest rate. This model uses Level 3 inputs, including stock pricevolatility, in the fair value hierarchy established by ASC 820 Fair Value Measurement 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, 2023, there were no cash amounts in excess of $250,000. As of December 31, 2022, the uninsured balance 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 the lesser of the useful life or life of the lease for leasehold improvements. Leases The Company leases office space and certain equipment under non-cancelable lease agreements. The Company applies the accounting guidance in ASC 842, Leases. 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. We do not record leases with terms of 12 months or less on the Consolidated Balance Sheets, and are expensed as incurred. 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, 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. The expected term for the years ended December 31, 2023 and 2022 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 biomanufacturing 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 remains in the early stages of development since 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 additional future revenue from Shattuck. As of December 31, 2023 and December 31, 2022, there was $0.03 million and $0.04 million of deferred revenue related to the Shattuck license agreement. 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, 2023 and December 31, 2022, there was $2.4 million and $1.6 million of deferred revenue related to process development, respectively. Revenue Recognition The Company recognizes revenue in accordance with 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. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in selling, general and administrative expenses in our consolidated statements of income. Payment terms and conditions vary by contract type, although terms generally require payment within 30 to 60 days of the invoice date. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, our contracts do not contain a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive financing from our customers or to provide customers with financing. The Company has applied the practical expedient in ASC 606 and excludes information about a) remaining performance obligations that have an 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 covered the period from June 1, 2017 through May 31, 2023, 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 was received in April 2023. 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, 2023, all $15.2 million has been recognized and received. License Revenue 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 Labs, Inc. (“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 March 2023, the Company received a milestone payment of $100,000 from Shattuck due to completion of a Phase 1A monotherapy dose escalation clinical trial of SL-172154. However, the technology that the Company out-licensed remains in the early stages of development since 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 additional future revenue from Shattuck. See Note 18, “Subsequent Events.” 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 input method by tracking the progress toward completion based on the ratio of actual labor hours incurred to date to the Company’s estimated labor hours to complete. Under a process development contract, the customer owns the product details and process, which have no alternative use. 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, the Company is entitled to consideration for progress to date that includes an element of profit margin. The transaction price for services provided under the Company’s contracts reflects its best estimate of the amount of consideration to which it is entitled in exchange for providing goods and services to our customers. For contracts with multiple performance obligations, the Company allocates transaction price to each performance obligation identified in a contract on a relative standalone selling price basis. If observable standalone selling prices are not available, the Company estimates the applicable standalone selling price based on the pricing of other comparable services or on a price that the Company believes the market is willing to pay for the applicable service. In determining the transaction price, the Company considers the different sources of variable consideration including, but not limited to, discounts, credits, refunds, price concessions or other similar items. The Company includes in the transaction price some or all of an amount of variable consideration, utilizing the most likely method, only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The actual amount of consideration ultimately received may differ. Geographic Concentration The Company attributes revenue to the individual countries where the customer is headquartered. The Company derived approximately 100% of its revenues from the United States during the year ended December 31, 2023 and approximately 94% of its revenues from Canada and approximately 6% of its revenues from the United States during the year ended December 31, 2022. Business Combinations The accounting for the Company’s 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. The Company has 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. The Company has used discounted cash flow analyses, which were based on its best estimate of future revenue, earnings and cash flows as well as its discount rate, adjusted for risk, and estimated attrition rates. 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 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. Refer to Note 9, “Goodwill and other intangible assets” of the Notes to Consolidated Financial Statements for additional information on impairment. In-process research and development (“IPR&D”) assets acquired in a business combination 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 the carrying value of the IPR&D assets over fair value. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. Contingent Consideration Consideration paid or received as a result of a purchase or sale of a business may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration is 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 will be recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration assets and liabilities expected to be settled within 12 months after the balance sheet date are presented in current asset and current liabilities sections, with the non-current portion recorded with other long-term assets and under long term liabilities in the consolidated balance sheets. As of December 31, 2023, there is $0.3 million of contingent consideration receivable, related party representing the fair value of future proceeds from the off-market issuance on a convertible note in Current assets and $1.7 million contingent earn-out receivable, related party representing royalty payments on future revenue provided as purchase consideration from the divestiture of Elusys Therapeutics in long-term assets, both reported on the Consolidated Balance Sheet as of December 31, 2023. 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. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. Cost of revenues and selling, general and administrative expenses Cost of revenues consists of production wages, material costs and overhead, and other costs related to the recognition of revenue. Selling, general and administrative expenses consist of salaries and related costs for administrators, public company costs, business development personnel as well as legal, patent-related expenses and consulting fees. Public company costs include compliance, auditing services, tax services, insurance and investor relations. Research and Development Research and development expenses relate to our investments in additions and improvements to our manufacturing process, process development, and 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 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, testing and enhancement of its product candidates. Accounts Receivable Accounts receivable are primarily comprised of amounts owed to us for services and sales provided under our customer contracts and are recorded at the invoiced amount net of an allowance for credit losses, if necessary. The Company applies judgment in assessing the ultimate realization of our receivables and we estimate an allowance for credit losses based on various factors, such as the aging of our receivables, historical experience, and the financial condition of our customers. Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consist primarily of amounts paid in advance for manufacturing activities, clinical trial support, contract assets and insurance. Contract assets consist of unbilled receivables. 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 discontinued operations 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. Impact of Recently Issued Accounting Standards: In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard. In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses, including for single reportable segment entities. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure requirements related to the new standard. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Short-Term Investments. | |
Short-Term Investments | 4 . Short-term investments consist of equity securities. The Company reports its securities at fair value as of December 31, 2023 and 2022, respectively. Unrealized gains (losses) on securities of $0.1 million and ($1.7) million, respectively, are reported in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022. Short-term investments at December 31, 2023 and 2022 consisted of mutual funds with fair values of $2.2 million and $35.8 million, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 5. 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, 2023 and 2022, 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 mutual 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, 2023 or 2022. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2023 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 2,206,555 $ 2,206,555 $ — $ — Contingent consideration receivable, related party $ 268,000 $ — $ — $ 268,000 Contingent earn-out receivable, related party $ 1,720,000 $ — $ — $ 1,720,000 As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 35,837,309 $ 35,837,309 $ — $ — Liabilities: Contingent consideration $ 12,224,614 $ — $ — $ 12,224,614 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 year ended December 31, 2023: Contingent Consideration Consideration Earn-out Receivable, Related Party Receivable, Related Party Balance at December 31, 2022 $ — $ — Sale of Elusys Therapeutics, Inc. 268,000 1,720,000 Change in fair value — — Balance at December 31, 2023 $ 268,000 $ 1,720,000 Elusys Contingent Elusys Contingent Consideration: Consideration Balance at December 31, 2021 $ — Acquisition of Elusys Therapeutics 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) Balance at December 31, 2022 (in liabilities from discontinued operations) $ 12,224,614 Payment of contingent consideration (7,507,260) Change in fair value (107,354) Divestiture of Elusys Therapeutics (4,610,000) Balance at December 31, 2023 $ — Pelican Contingent Consideration Balance at December 31, 2021 $ 3,342,515 Change in fair value (3,342,515) Balance at December 31, 2022 $ — The change in the fair value of the contingent consideration of ($0.1) million and ($0.1) million for the years ending December 31, 2023 and 2022, respectively, was primarily due to the change in timing and amount of the contract deferred consideration. The reclassification of ($4.6) million of contingent consideration for the year ending December 31, 2023 is due to the divestiture of Elusys Therapeutics, Inc. Therefore, the Company has separately reported the financial results of Elusys as discontinued operations in our consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022, respectively, and presented the related assets and liabilities as of discontinued operations in the consolidated balance sheet as of December 31, 2022. The change in fair value of contingent earn-out receivable, related party of $1.7 million for the year ended December 31, 2023 represents the fair value of contingent future royalty payments from Elusys Holdings, Inc. on potential future sales generated by Elusys Therapeutics, Inc., as part of the divestiture agreement. The change in the fair value of the contingent consideration of ($3.3) million for the year ended December 31, 2022 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 current liabilities of discontinued operations in our consolidated balance sheets) as of December 31, 2023 and December 31, 2022: As of December 31, 2023 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Contingent consideration receivable, related party Discounted Cash Flow Analysis Maturity Term 1 year Market interest rate 14.7% Principal amount $ 2.25 million Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Contingent earn-out receivable, related party Discounted Cash Flow Analysis Timing of expected payments 2026-2029 Discount rate 15.0% Future revenue projections $ 141.4 million Minimum earn-out payment 3% or $5.0 million Earn-out term through December 31, 2028 As of December 31, 2022 Valuation Methodology Significant Unobservable Input Weighted Average (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 deferred contract consideration Discounted Cash Flow Analysis Timing of expected payments 2023 Discount rate 15.5% Future revenue projections $ 7.6 million The Company records certain non-financial assets on a non-recurring basis, including goodwill and in-process R&D. This 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions | |
Acquisitions | 6 . 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 acquisition 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 Therapeutics. Scorpius paid at the closing a cash upfront payment of $3,000,000 to the former owners (“Sellers”) of Elusys Therapeutics. Scorpius 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 that was executed in connection with the acquisition of Elusys Therapeutics (the “Merger Agreement”), upon collection of the Elusys Therapeutics contract receivables of $24.5 million, The Company is obligated to 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 Therapeutics is expected to receive additional revenue from the future fulfillment of an existing U.S. Government contract, and the Company agreed to fulfill the future obligations of Elusys Therapeutics 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 Therapeutics (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 Therapeutics to expand its role in the biodefense space, complementing its focus to target emerging biological threats. The Company initially expected to leverage the capabilities of its potential Scorpius Biomanufacturing facility in Manhattan, Kansas, to manufacture Elusys Therapeutics’ therapies internally and therefore benefit from significant operating synergies, cost savings, as well as enhanced oversight, quality control, and speed to market. However, the Company is unable to manufacture the Elusys Therapeutics’ therapies internally. In addition, the Company has to date been unable to generate sufficient revenue from its current manufacturing facility or raise sufficient capital to enable it to build the biomanufacturing facility in Manhattan, Kansas and instead has been required to place contract with third parties for the manufacture of the Elusys Therapeutics’ therapies. See Note 11-Commitments and Contingencies. 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 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 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 value of the additional earn out liability was calculated as 80% of the estimated gross sales price of 1,500 pre-filled vials of ANTHIM®, less estimated fulfillment costs to be incurred. The value of the receivable consideration was equal to the value of the contract receivables acquired, less holdback expenses, as this liability was settled within 30 days of the Closing Date. The acquisition of Elusys Therapeutics was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations. The acquired Elusys Therapeutics’ assets, including identifiable intangible assets and liabilities assumed, have been recorded at their fair values with the excess purchase price assigned to goodwill. The recognition of goodwill is largely attributed to the value paid for Elusys Therapeutics’ capabilities, which will broaden the Company’s role in the biodefense space. The goodwill recorded for this transaction was valued at $3.9 million and will be deductible for tax purposes over 15 years . The purchase price of $42.9 million has been allocated to the underlying assets and liabilities based on their 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. 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 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 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 7) 9,700,000 Property and equipment 50,224 Operating lease right of use assets 352,906 Other assets 1,329,153 Total assets acquired 49,340,692 Accounts payable (204,794) Accrued expenses and other current liabilities (5,155,363) Operating lease obligations (352,906) Deferred income tax liability (3,644,120) Other liabilities (1,002,904) Total liabilities assumed (10,360,087) Net assets acquired and liabilities assumed 38,980,605 Goodwill 3,873,080 Total purchase consideration $ 42,853,685 From the Elusys Therapeutics acquisition date through December 31, 2022, $6.0 million of total revenue and a net loss before income taxes of $5.6 million associated with Elusys Therapeutics operations are included discontinued operations in the condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. For the year ended December 31, 2023, $6.7 million of total revenue and a net loss before income taxes of $5.0 million associated with Elusys Therapeutics operations are included discontinued operations in the condensed consolidated statements of operations and comprehensive loss. 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 Therapeutics transaction, which are included in discontinued operations in the consolidated statements of operations. In 2023, the Company’s priorities had shifted to biomanufacturing capabilities, deprioritizing research efforts, and divestment of non-core assets including Elusys Therapeutics, Inc. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. 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, 2023 | |
Prepaid Expenses And Other Current Assets. | |
Prepaid Expenses and Other Current Assets | 7 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: December 31, December 31, 2023 2022 Prepaid manufacturing expense $ 102,761 $ 91,477 Contract assets 120,184 — Other prepaid expenses and current assets 476,233 1,132,502 Prepaid insurance 96,588 201,252 Prepaid preclinical and clinical expenses 21,263 65,892 $ 817,029 $ 1,491,123 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | 8. 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 eight years Property and equipment consisted of the following at: December 31, December 31, 2023 2022 Lab equipment $ 21,203,534 $ 18,060,058 Leasehold improvements 2,827,289 2,486,329 Computers 850,211 502,084 Furniture and fixtures 277,882 245,770 Construction-in-process 9,414 2,053,335 Vehicles — 44,562 Total 25,168,330 23,392,138 Accumulated depreciation (7,580,993) (2,953,617) Property and equipment, net $ 17,587,337 $ 20,438,521 Depreciation expense totaled $4.6 million and $1.8 million for the years ended December 31, 2023 and 2022, respectively. |
Goodwill and other intangible a
Goodwill and other intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and other intangible assets | |
Goodwill and other intangible assets | 9 . 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. 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 6 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 Therapeutics 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 Therapeutics 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 Therapeutics’ intangible asset relates to the ANTHIM® formulation and is amortized over its remaining patent life, approximately 80 months. The Company’s annual impairment analysis was performed on April 1, 2023 using the income approach that determined the carrying value remained not in excess of its estimated fair value and, therefore, no impairment charge was necessary. During the second quarter of 2023, the Company finalized the purchase price allocation for the Elusys acquisition and recorded a measurement period adjustment that increased goodwill by approximately $0.6 million to a balance of $3.9 million. 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 the earliest period presented. The Company evaluated its intangible asset and goodwill for impairment under ASC 360, Property, Plant, and Equipmment Intangibles—Goodwill and Other. The following table provides the Company’s goodwill, IPRD, and intangible assets as of December 31, 2023 and 2022: Intangible Goodwill IPRD Assets 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) Balance at December 31, 2022 3,301,959 — 8,669,375 Acquisition fair value adjustment 571,120 — — Impairment (3,873,079) — (2,277,921) Amortization of intangible asset — — (1,091,250) Reclassified to discontinued operations — — (5,300,204) Balance at December 31, 2023 $ — $ — $ — The Company finalized the purchase price allocation for the Elusys acquisition in April 2023 and recorded a measurement period adjustment that increased goodwill by approximately $0.6 million, increased other assets by $1.0 million, increased the liability for uncertain tax positions by $1.0 million and increased the deferred tax liability by the $0.6 million (see Note 14). . |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 10 . Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following at: December 31, December 31, 2023 2022 Accrued marketing expenses $ 1,013,497 $ — Other expenses 313,254 426,025 Accrued preclinical and clinical trial expenses 405,792 953,252 Compensation and related benefits 332,641 491,191 Accrued manufacturing expenses 97,877 6,133 Accrued franchise tax 38,800 40,000 $ 2,201,861 $ 1,916,601 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11 . Commitments and Contingencies In connection with the Merger Agreement for the acquisition of Elusys Therapeutics in April 2022, the Company agreed to pay earn out payments for a period of 12 years from the Closing Date 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. The Merger Agreement also provides that the Company will remain liable for royalty payments if any buyer of Elusys Therapeutics fails to satisfy this obligation. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information.Elusys relies on Lonza, a third-party manufacturer, to produce commercial quantities of its ANTHIM® bulk drug product requirements. Elusys has firm orders with Lonza for future purchases of bulk drug substance, with remaining total non-cancellable future commitments of approximately $51.4 million through 2025. If Elusys were to terminate certain firm orders with Lonza without cause, it will be required to pay for bulk drug substance scheduled for manufacture under its arrangement. This assumed manufacturing commitment was transferred to Elusys Holdings as part of the Divestiture Transation. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. On January 26, 2024 in accordance with the terms of that certain Asset and Equity Interests Purchase Agreement, dated December 11, 2023, with Elusys Holdings, Inc. (“Elusys Holdings”), Elusys Holdings purchased from the Company a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”), the conversion of which is subject to both Elusys’ Holdings election and obtaining stockholder approval of the issuance of shares of the Company’s common stock upon such conversion. The Note bears interest at a rate of 1% per annum, matures on the one-year anniversary of its issuance and converts into shares of the Company’s common stock at the option of Elusys Holdings 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 is $0.39109, which is 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. Based upon such conversion price Elusys Holdings would be issued 5,810,740 shares of the Company’s common stock upon conversion of the Note. The cash proceeds for the Note were received on January 26, 2024. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 12. Revenue Product Sales On April 19, 2022, Elusys Therapeutics entered into a contract with Public Works and Government Services of Canada to deliver 3,000 vials of ANTHIM® (FDA-approved anthrax antitoxin) for treatment of inhalational anthrax due to Bacillus anthrax. The total contract award was $5.9 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 $5.9 million, of which after deducting fulfillment expenses, $1.1 million was retained by ElusysTherapeutics and $4.6 million was paid to Seller. This is included in net loss from discontinued operations on the consolidated statements of operations and comprehensive loss. On September 13, 2023, Elusys completed the manufacturing conversion of 23,732 vials of ANTHIM® with its contract with the US Department of Health and Human Services for the contract amount of $6.7 million which is included in net loss from discontinued operations on the consolidated statements of operations and comprehensive loss. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. Grant Revenue In June 2016, Pelican entered into a cancer research grant contract (“Grant Contract”) with CPRIT, The grant was 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 License revenue In June 2016, Scorpius licensed certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases with Shattuck. 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 March 2023, the Company received a milestone payment of $100,000 from Shattuck due to completion of a Phase 1A monotherapy dose escalation clinical trial of SL-172154. Refer to Note 19, “Subsequent Events,” for additional information about the subsequent sale of the Shattuck license. Process Development Revenue During the years ended December 31, 2023 and 2022, the Company recognized $6.6 million and $0.1 million of process development revenue, respectively. Revenue was primarily derived from two customers who represented 86% of total recognized process development revenue for the year ended December 31, 2023. One customer accounted for 74% of process development revenue for the fiscal year ended December 31, 2023, and is migrating to a larger CDMO for commcrcial manufacture of their product. The following table presents changes in contract liabilities for the years ended December 31, 2023 and 2022: Contract Liabilities Balance at December 31, 2021 $ 37,500 Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied (76,019) Net change to contract balance recognized since beginning of period due to amounts collected 1,656,827 Balance at December 31, 2022 1,618,308 Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied (6,358,617) Net change to contract balance recognized since beginning of period due to amounts collected 7,129,750 Balance at December 31, 2023 $ 2,389,441 The timing of revenue recognition, billings and cash collections results in billed accounts receivable and contract liabilities (customer deposits and deferred revenue). Contract liabilities represent customer deposits and deferred revenue billed and/or received in advance of our fulfillment of performance obligations. Contract liabilities convert to revenue as we perform our obligations under the contract. During the fiscal years ended December 31, 2023 and 2022, we recognized revenue of $1.2 million and $0.003 million, respectively, for which the contract liability was recorded in a prior period. The opening and closing balances of the Company’s accounts receivables are as follows: Opening on January 1, 2022 $ 66,049 Closing on December 31, 2022 $ 81,456 Closing on December 31, 2023 $ 375,192 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Authorized Capital Scorpius Holdings, Inc. has authorized 10,000,000 shares of Preferred Stock (par value $0.0001) as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, there were no outstanding shares of Preferred Stock. Scorpius Holdings, Inc. had 250,000,000 shares of common stock (par value $0.0002) authorized as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, 26,219,461 and 25,661,488 common stock shares were issued outstanding At-The-Market-Offering In January 2024, the Company sold 19,500 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 $0.43 per share, raising aggregate net proceeds of approximately $0.01 million, after deducting an aggregate commission up to 3%. From January 1, 2023 to December 31, 2023 the Company sold 137,571 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 $0.36 per share, raising aggregate net proceeds of approximately $0.05 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, 2023, 747,383 common stock warrants expired. During the year ended December 31, 2023, no common stock warrants have been issued or exchanged 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, 2023 and 2022, there were 625 and 1,135 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, 2023 and 2022, there were 16,750 and 17,385 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, 2023 and 2022 there were 27,163 and 31,018 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 Biomanufacturing, 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 Therapeutics 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, 2023 and 2022 there were 31,578 stock options outstanding under the 2021 SSIP plan. 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, 2023 and 2022, there were 425,889 and 488,336 shares available for issuance under the ESPP. There are 785,196 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, 2023 2022 Employee stock options $ 1,929,665 $ 2,782,694 Non-employee stock options 563,415 1,114,894 Employee stock awards 135,095 169,571 Non-employee stock awards 101 18,578 $ 2,628,276 $ 4,085,737 Accounting for Stock-Based Compensation: 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 exercise price for a specific period of time. The exercise price is determined by the closing stock price on the date of the grant. 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, 2023, and 2022, we issued options that expire ten years from the date of grant. No stock options were granted during the year December 31, 2023. Fair Value Determination - The following weighted-average assumptions were used for option grants during the years ended December 31, 2023: ● Volatility – The Company used an average historical stock price volatility of its own data. ● 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 year ended December 31, 2022. No stock options were granted during the year ended December 31, 2023. 2022 Dividend yield — % Expected volatility 100.85-105.09 % Risk-free interest rate 1.95-3.61 % Expected lives (years) 5.3-6.1 years Stock Option Activity – The following table summarizes stock option activity for the years ended December 31, 2023 and 2022: Weighted Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares Price Value Contractual Life 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 Expired (198,478) 6.69 Forfeited (399,465) 2.88 Stock options outstanding and expected to vest at December 31, 2023 6,438,931 $ 3.63 $ 9,052 8.0 Years Stock options exercisable at December 31, 2023 4,601,719 $ 4.52 $ 9,052 7.7 Years Unrecognized compensation expense related to unvested stock options was $2.0 million as of December 31, 2023, which is expected to be recognized over a weighted-average period of 1.00 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, 2021 370,170 $ 4.71 Vested (336,169) 4.86 Restricted stock at December 31, 2022 34,001 $ 3.22 Vested (34,001) 3.22 Restricted stock at December 31, 2023 — $ — The aggregate fair value of awards that vested during the years ended December 31, 2023 and 2022 was $0.1 million and $1.6 million, respectively. RSUs The following table summarizes the RSU activity during the year ended December 31, 2023. There was no RSU activity during the year ended December 31, 2022. Weighted Average Shares Fair Value RSUs at December 31, 2022 — $ — Granted 360,000 1.18 Vested (110,000) 1.18 RSUs at December 31, 2023 250,000 $ 1.18 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax | |
Income Tax | 14 . Income Tax The components of income tax benefit are as follows: 2023 2022 Current Expense: Federal $ — $ — State — — Foreign — — — — Deferred Expense: Federal $ (521,420) $ (215,937) State (49,700) — Foreign — — Total $ (571,120) $ (215,937) The differences between the company’s income tax benefit and the benefit computed at the 21% United States statutory income tax rate were as follows: 2023 2022 Federal income tax benefit at statutory rate: $ (8,620,900) $ (8,734,000) Increase (reduction) in income tax resulting from: State income taxes (8,900) (146,000) Foreign rate differential (2,200) (19,000) Nondeductible expenses 57,200 1,000 Research and development credit — (1,312,000) Stock based compensation 351,500 192,000 Excess executive compensation — 9,000 Prior Period True-Ups (288,400) — Change in state tax rate 358,000 — Purchase Accounting Adjustment (571,120) — Reserve for loss carryforwards limited by Sec. 382 — 8,000 Other (5,300) 65,063 Increase in valuation allowance 8,159,000 9,720,000 Income tax (benefit) provision $ (571,120) $ (215,937) 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, 2023 and 2022: 2023 2022 Deferred tax assets: Net operating losses $ 28,914,050 $ 24,542,949 R&D credits 3,830,306 3,822,392 Stock compensation 2,799,908 2,974,242 Lease liability 2,951,877 — Deferred revenue 6,307 7,465 Section 174 costs 7,481,832 4,041,814 Other 319,826 — Unrealized gains/losses 507,547 583,683 Deferred tax assets 46,811,653 35,972,545 Deferred tax liabilities: Intangible assets — — Property, plant and equipment, primarily due to differences in depreciation (738,290) (553,840) Lease liability (5,573,944) (2,732,712) Other — (99,272) Deferred tax liabilities (6,312,234) (3,385,824) Valuation allowance (40,499,419) (32,586,721) Net deferred tax (liabilities) $ — $ — At December 31, 2023 and December 31, 2022, 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, foreign, and state deferred tax assets, including benefits related to net operating loss carryforwards, would not be realized. Accordingly, the deferred tax assets have been fully offset by a valuation allowance of $40.5 milion and $32.6 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, and 2022, the Company’s U.S. federal net operating loss (“NOL”) carryforwards were approximately $197.0 million and $174.3 million, respectively. However, due to Section 382 limitations, only $136.3 million of the NOLs are available to offset future taxable income. Of the $136.3 million of available federal net operating loss carryforwards, $128.2 million were incurred after December 31, 2017 and therefore, will not expire. The remaining $8.1 million of available federal net operating loss carryforwards begin to expire in 2029. As of December 31, 2023, and 2022, the Company had state NOL carryforwards of approximately $126.5 million and $124.5 million, respectively. Due to Section 382 limitations, only $2.8 million of the state NOLs are available to offset future taxable income. The state net operating losses that are available to offset future taxable income begin to expire in 2032. 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, $58.2 million of federal NOLs and $2.9 million of federal R&D credits will expire unutilized, in addition to Section 382 limits on Pelican already in place. The Company has evaluated its tax positions to consider whether it has any unrecognized tax benefits. As of December 31, 2023, the Company had no unrecognized tax benefits. The Company does not anticipate a significant change in total unrecognized tax benefits or the Company’s effective tax rate due to the settlement of audits or the expiration of statutes of limitations within the next twelve months. Furthermore, the Company does not expect any cash settlement with the taxing authorities as a result of these unrecognized tax benefits as the Company has sufficient unutilized carryforward attributes to offset the tax impact of these adjustments. The following is a tabular reconciliation of the Company’s change in gross unrecognized tax positions at December 31, 2023: 2023 2022 Beginning balance $ — $ — Gross increases for tax positions related to the acquisition of Elusys Therapeutics 1,480,974 — Gross increases for tax positions related to the current periods - — Divestiture of equity interests in ElusysTherapeutics (1,480,974) — Ending balance $ — $ — The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2023 and 2022 that would impact the effective tax rate if recognized, and as such, no interest or penalties were recorded to income tax expense. The Company has analyzed its filing positions in all significant federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, and local tax examinations by tax authorities for years before 2020, although carryforward attributes that were generated prior to 2020 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 15. 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; and North Brunswick, New Jersey. The North Carolina lease will expire in 2030, the Texas lease will expire last in 2038, the New Brunswick leases will expire in July 2024. 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. Scorpius,, upon commencement, 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, Scorpius 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. In December 2022, Scorpius entered into a lease agreement with TPB Merchants Ice LLC to lease a 8,042 square foot facility in San Antonio, TX for general office, laboratory, and/or biomanufacturing purposes. The lease has a term of fifteen years following the commencement date and provides the Company the option to extend the lease term for one ten year term, however option to extend was not included in the ROU asset and liability. It is subject to fixed rate escalation increases and provided up to $0.5 million for tenant improvements. The lease commenced in May 2023 and Scorpius recorded a finance lease right-of-use asset of $7.8 million and lease liability of $2.3 million for this lease in the accompanying consolidated balance sheets. In December 2023, Scorpius entered into a lease agreement with EastGroup Properties, L.P. to lease a 22,262 square foot facility in San Antonio, TX for general office and warehouse purposes. The lease has a term of five years following the commencement date. It is subject to fixed rate escalation increases and provided up to $0.1 million for tenant improvements. Scorpius recorded a operating lease right-of-use asset of $0.9 million and lease liability of $1.0 million for this lease in the accompanying consolidated balance sheets. Total cash paid for operating leases during the years ended December 31, 2023 and 2022 was $0.8 million and $0.8 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 ROU assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. For the year ended December 31, 2023, additional finance equipment leases commenced and right-of-use assets of $2.2 million were recorded, and modifications to finance equipment leases were obtained totalling $0.07 million. Both are included within the supplemental disclosure for cash flow within the consolidated statements of cash flows. The Company’s lease cost reflected in selling, general, and administrative of the statements of operations and comprehensive loss is as follows: For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Operating lease cost $ 1,239,539 $ 732,767 Finance lease cost Amortization of lease assets 1,816,463 656,794 Interest on lease liabilities 776,838 181,667 Total finance lease cost $ 2,593,301 $ 838,461 The weighted average remaining lease term and incremental borrowing rate as of December 31, 2023 and 2022 were as follows: For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Weighted average remaining lease term Operating leases 6.2 7.3 Finance leases 11.2 13.3 Weighted average incremental borrowing rate Operating leases 9.67 % 9.37 % Finance leases 10.11 % 9.60 % Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows: Operating Leases Finance Leases Total 2024 $ 892,779 1,854,104 $ 2,746,883 2025 878,281 1,765,385 2,643,666 2026 828,175 1,679,279 2,507,454 2027 855,510 902,127 1,757,637 2028 883,863 931,290 1,815,153 2029 652,422 961,311 1,613,733 2030 536,932 1,062,262 1,599,194 Thereafter — 8,278,092 8,278,092 Total minimum lease payments 5,527,962 17,433,850 22,961,812 Less: imputed interest (1,406,740) (7,513,029) (8,919,769) Present value of lease liabilities $ 4,121,222 $ 9,920,821 $ 14,042,043 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions Prior to the acquisition of Elusys Therapeutics, Jeffrey Wolf, President, Chief Executive Officer and Chairman of the Board of Directors, was a director of Elusys Therapeutics and directly and through affiliated entities owned approximately 1.2% of the outstanding stock of Elusys Therapeutics, in the form of common stock, which is subordinate in terms of distributions to the Elusys Therapeutics preferred stock. On December 27, 2023, pursuant to that certain Asset and Equity Interests Purchase Agreement, dated December 11, 2023 (the “Agreement”), that we entered into with Elusys Holdings Inc., a Delaware corporation (“Buyer”), a company controlled by our Chairman, Chief Executive Officer and President, Jeffrey Wolf. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information.” |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | 17. 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, 2023 and 2022, 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 Scorpius Holdings, Inc.: For the Years Ended December 31, 2023 2022 Net loss from continuing operations $ (41,762,479) $ (41,375,067) Net loss from discontinued operations (5,070,707) (2,487,130) Net loss (46,833,186) (43,862,197) Net loss-Non-controlling interest (1,616,018) (427,491) Net loss attributable to Scorpius Holdings, Inc. $ (45,217,168) $ (43,434,706) Weighted-average common shares outstanding, basic and diluted 26,046,594 25,606,326 Net loss per share, basic and diluted - continuing operations $ (1.54) $ (1.60) Net loss per share, basic and diluted - discontinued operations (0.19) (0.10) Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted $ (1.74) $ (1.70) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: 2023 2022 Outstanding stock options 6,438,931 7,036,874 Restricted stock subject to forfeiture and restricted stock units 250,000 34,001 Outstanding common stock warrants — 747,383 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events On January 26, 2024 in accordance with the terms of that certain Asset and Equity Interests Purchase Agreement, dated December 11, 2023, with Elusys Holdings, Inc. (“Elusys Holdings”), Elusys Holdings purchased from us a convertible promissory note in the aggregate amount of $2,250,000 (the “Note”). The Note bears interest at a rate of 1% per annum, matures on the one-year On January 29, 2024, we entered into a Patent Rights Sale and Assignment Agreement with Kopfkino IP, LLC (“Patent Agreement”). Pursuant to the Patent Agreement, in exchange for $1,000,000, we assigned our right, title and interest in and under the exclusive license agreement it entered into with Shattuck Labs, Inc. (“Shattuck”) in 2016, including our rights to certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases that were not being developed by us. The $1,000,000 payment was recorded as revenue and the remaining deferred revenue balance of $32,500 was also recorded as revenue in the first quarter of 2024. With the total assignment of all rights, no future income will be received in the future. On March 9, 2024, we closed the offering contemplated by the Underwriting Agreement that we entered into on March 7, 2024 (the “Agreement”) with ThinkEquity, LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which we issued and sold 10,000,000 shares of our Common Stock at a price of $0.15 per share for net proceeds of approximately $1,300,000. On April 17, 2024, we received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation stating that we are not in compliance with NYSE American continued listing standards (the “Filing Delinquency Notification”) under the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the "Company Guide") due to the failure to timely file this Annual Report on Form 10-K (the “Delinquent Report”) by the filing due date of April 16, 2024 (the “Filing Delinquency”. The Company believes that upon the filing of this Annual Report on 10-K the Company will have cured the Filing Delinquency, however there can be no assurance that the Company will continue to comply with the NYSE American continued listing requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Scorpius Holdings, Inc., and its subsidiaries (“the Company” or “Scorpius”), 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. (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., and Abacus Biotech, Inc. 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, 2023 and 2022 year-end financials include an 85% controlling interest in Pelican and a 94% controlling interest in Scorpius Holdings, Inc. Scorpius Holdings, Inc. 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. |
Going Concern Uncertainty | Going Concern Uncertainty The Company has an accumulated deficit of $254.4 million as of December 31, 2023 and a net loss of approximately $46.8 million for the year ended December 31, 2023 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 significant expenses 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. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will 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 will 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, equipment sale leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2023, the Company had approximately $2.4 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, a small customer base with mostly short-term contracts, uncertainty of market acceptance of the Company’s service offerings, market competition from similar and larger sized CDMO companies, competitive pricing pressure, 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. If third-party suppliers do not supply raw materials on a timely basis, the Company’s manufacturing services may be delayed or canceled which would adversely impact our financial condition and results of operations. If our suppliers are non-compliant with the FDA’s quality system regulations or other applicable laws or regulations, the Company would be required to find alternative suppliers. |
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, consideration receivable, other intangible assets, income taxes, stock-based compensation, right-of-use assets and lease liabilities, estimates used in divestiture accounting, 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 (“CODM”) in making decisions regarding resource allocation and assessing performance. To date, the CODM has viewed the operations and managed the business as one segment. |
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. |
Short-term Investments | Short-term Investments The Company’s short-term investments are equity securities and are carried at their fair value based on quoted market prices. Realized and unrealized gains and losses on equity securities are included in net earnings in the period earned or incurred. |
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. The fair value of warrants was affected by changes in inputs to the Monte Carlo simulation model including the Company’s stock price,expected stock price volatility, the remaining term, and the risk-free interest rate. This model uses Level 3 inputs, including stock pricevolatility, in the fair value hierarchy established by ASC 820 Fair Value Measurement |
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, 2023, there were no cash amounts in excess of $250,000. As of December 31, 2022, the uninsured balance 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 the lesser of the useful life or life of the lease for leasehold improvements. |
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. 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. We do not record leases with terms of 12 months or less on the Consolidated Balance Sheets, and are expensed as incurred. |
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. |
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, Income Taxes |
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. The expected term for the years ended December 31, 2023 and 2022 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 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 Deferred revenue is comprised of biomanufacturing 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 remains in the early stages of development since 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 additional future revenue from Shattuck. As of December 31, 2023 and December 31, 2022, there was $0.03 million and $0.04 million of deferred revenue related to the Shattuck license agreement. 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, 2023 and December 31, 2022, there was $2.4 million and $1.6 million of deferred revenue related to process development, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with 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. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in selling, general and administrative expenses in our consolidated statements of income. Payment terms and conditions vary by contract type, although terms generally require payment within 30 to 60 days of the invoice date. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, our contracts do not contain a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive financing from our customers or to provide customers with financing. The Company has applied the practical expedient in ASC 606 and excludes information about a) remaining performance obligations that have an 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 covered the period from June 1, 2017 through May 31, 2023, 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 was received in April 2023. 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, 2023, all $15.2 million has been recognized and received. License Revenue 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 Labs, Inc. (“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 March 2023, the Company received a milestone payment of $100,000 from Shattuck due to completion of a Phase 1A monotherapy dose escalation clinical trial of SL-172154. However, the technology that the Company out-licensed remains in the early stages of development since 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 additional future revenue from Shattuck. See Note 18, “Subsequent Events.” 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 input method by tracking the progress toward completion based on the ratio of actual labor hours incurred to date to the Company’s estimated labor hours to complete. Under a process development contract, the customer owns the product details and process, which have no alternative use. 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, the Company is entitled to consideration for progress to date that includes an element of profit margin. The transaction price for services provided under the Company’s contracts reflects its best estimate of the amount of consideration to which it is entitled in exchange for providing goods and services to our customers. For contracts with multiple performance obligations, the Company allocates transaction price to each performance obligation identified in a contract on a relative standalone selling price basis. If observable standalone selling prices are not available, the Company estimates the applicable standalone selling price based on the pricing of other comparable services or on a price that the Company believes the market is willing to pay for the applicable service. In determining the transaction price, the Company considers the different sources of variable consideration including, but not limited to, discounts, credits, refunds, price concessions or other similar items. The Company includes in the transaction price some or all of an amount of variable consideration, utilizing the most likely method, only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The actual amount of consideration ultimately received may differ. |
Geographic Concentration | Geographic Concentration The Company attributes revenue to the individual countries where the customer is headquartered. The Company derived approximately 100% of its revenues from the United States during the year ended December 31, 2023 and approximately 94% of its revenues from Canada and approximately 6% of its revenues from the United States during the year ended December 31, 2022. |
Business Combinations | Business Combinations The accounting for the Company’s 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. The Company has 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. The Company has used discounted cash flow analyses, which were based on its best estimate of future revenue, earnings and cash flows as well as its discount rate, adjusted for risk, and estimated attrition rates. |
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 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. Refer to Note 9, “Goodwill and other intangible assets” of the Notes to Consolidated Financial Statements for additional information on impairment. In-process research and development (“IPR&D”) assets acquired in a business combination 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 the carrying value of the IPR&D assets over fair value. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. |
Contingent Consideration | Contingent Consideration Consideration paid or received as a result of a purchase or sale of a business may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration is 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 will be recorded in the consolidated statements of operations and comprehensive loss. Contingent consideration assets and liabilities expected to be settled within 12 months after the balance sheet date are presented in current asset and current liabilities sections, with the non-current portion recorded with other long-term assets and under long term liabilities in the consolidated balance sheets. As of December 31, 2023, there is $0.3 million of contingent consideration receivable, related party representing the fair value of future proceeds from the off-market issuance on a convertible note in Current assets and $1.7 million contingent earn-out receivable, related party representing royalty payments on future revenue provided as purchase consideration from the divestiture of Elusys Therapeutics in long-term assets, both reported on the Consolidated Balance Sheet as of December 31, 2023. 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. Refer to Note 2, “Discontinued Operations” of the Notes to Consolidated Financial Statements for additional information. |
Cost of revenues and selling, general and administrative expense | Cost of revenues and selling, general and administrative expenses Cost of revenues consists of production wages, material costs and overhead, and other costs related to the recognition of revenue. Selling, general and administrative expenses consist of salaries and related costs for administrators, public company costs, business development personnel as well as legal, patent-related expenses and consulting fees. Public company costs include compliance, auditing services, tax services, insurance and investor relations. |
Research and Development | Research and Development Research and development expenses relate to our investments in additions and improvements to our manufacturing process, process development, and 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 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, testing and enhancement of its product candidates. |
Accounts Receivable | Accounts Receivable Accounts receivable are primarily comprised of amounts owed to us for services and sales provided under our customer contracts and are recorded at the invoiced amount net of an allowance for credit losses, if necessary. The Company applies judgment in assessing the ultimate realization of our receivables and we estimate an allowance for credit losses based on various factors, such as the aging of our receivables, historical experience, and the financial condition of our customers. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consist primarily of amounts paid in advance for manufacturing activities, clinical trial support, contract assets and insurance. Contract assets consist of unbilled receivables. |
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 discontinued operations 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. |
Impact of Recently Adopted Accounting Standards | Impact of Recently Issued Accounting Standards: In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard. In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses, including for single reportable segment entities. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure requirements related to the new standard. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 For the Year Ended December 31, 2023 2022 Revenue $ 6,699,200 $ 6,012,993 Operating expenses: Cost of revenues 2,163,723 6,319,723 Research and development 2,549,959 3,237,905 Selling, general and administrative 1,346,565 1,000,333 Amortization of intangible asset 1,091,250 1,030,625 Goodwill impairment loss 3,873,079 — Intangible asset impairment loss 2,277,921 — Change in fair value of contingent consideration (107,355) (109,500) Total operating expenses 13,195,142 11,479,086 Loss from operations (6,495,942) (5,466,093) Gain on sale of discontinued operations (1,467,451) — Other expense, net (22,973) 94,037 Total non-operating (loss) income (1,490,424) 94,037 Net loss from discontinued operations before income taxes (5,005,518) (5,560,130) Income tax benefit from discontinued operations (65,189) 3,073,000 Net loss from discontinued operations $ (5,070,707) $ (2,487,130) 2023 Upfront cash consideration $ 500,000 Estimated fair value of 3% ANTHIM earnout $ 1,720,000 Estimated fair value of contingent consideration receivable, related party $ 268,000 Total fair value of contingent consideration receivable, related party $ 1,988,000 Total fair value of consideration received $ 2,488,000 Refer to “The Divestiture of Elusys Therapeutics, Inc.” for additional information on fair value assumptions of each contingent consideration. The book value of the assets and liabilities derecognized on December 27, 2023 in connection with the sale were as follows: 2023 Cash $ 252,423 Prepaid expenses and deposits 30,228 Intangibles and other long-term assets 6,728,109 Accounts payable (197,082) Accrued expenses and other liabilities (1,183,129) Contingent royalty earnout liability (4,610,000) Net book value of assets and liabilities sold $ 1,020,549 2023 Total fair value of consideration received and receivable $ 2,488,000 Less: net book value of assets and liabilities sold (1,020,549) Gain from disposal of discontinued operations $ 1,467,451 |
Schedule of investing and financing cash flows of discontinued operations | 2023 2022 Total net cash (used in) provided by operating activities from discontinued operations $ (5,032,271) $ 30,042,512 Total net cash provided (used in) by investing activities from discontinued operations $ 41,854 $ (20,064,672) Total net cash used by financing activities from discontinued operations $ — $ (4,735,000) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments | |
Schedule of fair value of financial instruments measured on a recurring basis | As of December 31, 2023 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 2,206,555 $ 2,206,555 $ — $ — Contingent consideration receivable, related party $ 268,000 $ — $ — $ 268,000 Contingent earn-out receivable, related party $ 1,720,000 $ — $ — $ 1,720,000 As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 35,837,309 $ 35,837,309 $ — $ — Liabilities: Contingent consideration $ 12,224,614 $ — $ — $ 12,224,614 |
Schedule of change in fair value, as determined by Level 3 inputs, for assets and liabilities using unobservable Level 3 inputs | Contingent Consideration Consideration Earn-out Receivable, Related Party Receivable, Related Party Balance at December 31, 2022 $ — $ — Sale of Elusys Therapeutics, Inc. 268,000 1,720,000 Change in fair value — — Balance at December 31, 2023 $ 268,000 $ 1,720,000 Elusys Contingent Elusys Contingent Consideration: Consideration Balance at December 31, 2021 $ — Acquisition of Elusys Therapeutics 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) Balance at December 31, 2022 (in liabilities from discontinued operations) $ 12,224,614 Payment of contingent consideration (7,507,260) Change in fair value (107,354) Divestiture of Elusys Therapeutics (4,610,000) Balance at December 31, 2023 $ — Pelican Contingent Consideration Balance at December 31, 2021 $ 3,342,515 Change in fair value (3,342,515) Balance at December 31, 2022 $ — |
Schedule of fair value inputs and valuation methodologies | As of December 31, 2023 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Contingent consideration receivable, related party Discounted Cash Flow Analysis Maturity Term 1 year Market interest rate 14.7% Principal amount $ 2.25 million Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Contingent earn-out receivable, related party Discounted Cash Flow Analysis Timing of expected payments 2026-2029 Discount rate 15.0% Future revenue projections $ 141.4 million Minimum earn-out payment 3% or $5.0 million Earn-out term through December 31, 2028 As of December 31, 2022 Valuation Methodology Significant Unobservable Input Weighted Average (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 deferred contract consideration Discounted Cash Flow Analysis Timing of expected payments 2023 Discount rate 15.5% Future revenue projections $ 7.6 million |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 7) 9,700,000 Property and equipment 50,224 Operating lease right of use assets 352,906 Other assets 1,329,153 Total assets acquired 49,340,692 Accounts payable (204,794) Accrued expenses and other current liabilities (5,155,363) Operating lease obligations (352,906) Deferred income tax liability (3,644,120) Other liabilities (1,002,904) Total liabilities assumed (10,360,087) Net assets acquired and liabilities assumed 38,980,605 Goodwill 3,873,080 Total purchase consideration $ 42,853,685 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets. | |
Schedule of prepaid expenses and other current assets | December 31, December 31, 2023 2022 Prepaid manufacturing expense $ 102,761 $ 91,477 Contract assets 120,184 — Other prepaid expenses and current assets 476,233 1,132,502 Prepaid insurance 96,588 201,252 Prepaid preclinical and clinical expenses 21,263 65,892 $ 817,029 $ 1,491,123 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | December 31, December 31, 2023 2022 Lab equipment $ 21,203,534 $ 18,060,058 Leasehold improvements 2,827,289 2,486,329 Computers 850,211 502,084 Furniture and fixtures 277,882 245,770 Construction-in-process 9,414 2,053,335 Vehicles — 44,562 Total 25,168,330 23,392,138 Accumulated depreciation (7,580,993) (2,953,617) Property and equipment, net $ 17,587,337 $ 20,438,521 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and other intangible assets | |
Schedule of carrying amount of goodwill and intangible assets | Intangible Goodwill IPRD Assets 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) Balance at December 31, 2022 3,301,959 — 8,669,375 Acquisition fair value adjustment 571,120 — — Impairment (3,873,079) — (2,277,921) Amortization of intangible asset — — (1,091,250) Reclassified to discontinued operations — — (5,300,204) Balance at December 31, 2023 $ — $ — $ — |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | December 31, December 31, 2023 2022 Accrued marketing expenses $ 1,013,497 $ — Other expenses 313,254 426,025 Accrued preclinical and clinical trial expenses 405,792 953,252 Compensation and related benefits 332,641 491,191 Accrued manufacturing expenses 97,877 6,133 Accrued franchise tax 38,800 40,000 $ 2,201,861 $ 1,916,601 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of changes in contract liabilities | The following table presents changes in contract liabilities for the years ended December 31, 2023 and 2022: Contract Liabilities Balance at December 31, 2021 $ 37,500 Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied (76,019) Net change to contract balance recognized since beginning of period due to amounts collected 1,656,827 Balance at December 31, 2022 1,618,308 Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied (6,358,617) Net change to contract balance recognized since beginning of period due to amounts collected 7,129,750 Balance at December 31, 2023 $ 2,389,441 |
Schedule of opening and closing balances of the Company's accounts receivables | Opening on January 1, 2022 $ 66,049 Closing on December 31, 2022 $ 81,456 Closing on December 31, 2023 $ 375,192 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Schedule of components of stock-based compensation included in net loss | For the Years ended December 31, 2023 2022 Employee stock options $ 1,929,665 $ 2,782,694 Non-employee stock options 563,415 1,114,894 Employee stock awards 135,095 169,571 Non-employee stock awards 101 18,578 $ 2,628,276 $ 4,085,737 |
Schedule of stock option valuation assumptions | 2022 Dividend yield — % Expected volatility 100.85-105.09 % Risk-free interest rate 1.95-3.61 % Expected lives (years) 5.3-6.1 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, 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 Expired (198,478) 6.69 Forfeited (399,465) 2.88 Stock options outstanding and expected to vest at December 31, 2023 6,438,931 $ 3.63 $ 9,052 8.0 Years Stock options exercisable at December 31, 2023 4,601,719 $ 4.52 $ 9,052 7.7 Years |
Schedule of restricted stock activity | Weighted Average Shares Fair Value 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 Vested (34,001) 3.22 Restricted stock at December 31, 2023 — $ — |
Schedule of RSU activity | Weighted Average Shares Fair Value RSUs at December 31, 2022 — $ — Granted 360,000 1.18 Vested (110,000) 1.18 RSUs at December 31, 2023 250,000 $ 1.18 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax | |
Schedule of components of income tax benefit | 2023 2022 Current Expense: Federal $ — $ — State — — Foreign — — — — Deferred Expense: Federal $ (521,420) $ (215,937) State (49,700) — Foreign — — Total $ (571,120) $ (215,937) |
Schedule of income tax expense reconciliation | 2023 2022 Federal income tax benefit at statutory rate: $ (8,620,900) $ (8,734,000) Increase (reduction) in income tax resulting from: State income taxes (8,900) (146,000) Foreign rate differential (2,200) (19,000) Nondeductible expenses 57,200 1,000 Research and development credit — (1,312,000) Stock based compensation 351,500 192,000 Excess executive compensation — 9,000 Prior Period True-Ups (288,400) — Change in state tax rate 358,000 — Purchase Accounting Adjustment (571,120) — Reserve for loss carryforwards limited by Sec. 382 — 8,000 Other (5,300) 65,063 Increase in valuation allowance 8,159,000 9,720,000 Income tax (benefit) provision $ (571,120) $ (215,937) |
Schedule of deferred tax assets and liabilities | 2023 2022 Deferred tax assets: Net operating losses $ 28,914,050 $ 24,542,949 R&D credits 3,830,306 3,822,392 Stock compensation 2,799,908 2,974,242 Lease liability 2,951,877 — Deferred revenue 6,307 7,465 Section 174 costs 7,481,832 4,041,814 Other 319,826 — Unrealized gains/losses 507,547 583,683 Deferred tax assets 46,811,653 35,972,545 Deferred tax liabilities: Intangible assets — — Property, plant and equipment, primarily due to differences in depreciation (738,290) (553,840) Lease liability (5,573,944) (2,732,712) Other — (99,272) Deferred tax liabilities (6,312,234) (3,385,824) Valuation allowance (40,499,419) (32,586,721) Net deferred tax (liabilities) $ — $ — |
Schedule of reconciliation of change in gross unrecognized tax positions | The following is a tabular reconciliation of the Company’s change in gross unrecognized tax positions at December 31, 2023: 2023 2022 Beginning balance $ — $ — Gross increases for tax positions related to the acquisition of Elusys Therapeutics 1,480,974 — Gross increases for tax positions related to the current periods - — Divestiture of equity interests in ElusysTherapeutics (1,480,974) — Ending balance $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of lease cost | For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Operating lease cost $ 1,239,539 $ 732,767 Finance lease cost Amortization of lease assets 1,816,463 656,794 Interest on lease liabilities 776,838 181,667 Total finance lease cost $ 2,593,301 $ 838,461 |
Schedule of weighted average remaining lease term and incremental borrowing rate | For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Weighted average remaining lease term Operating leases 6.2 7.3 Finance leases 11.2 13.3 Weighted average incremental borrowing rate Operating leases 9.67 % 9.37 % Finance leases 10.11 % 9.60 % |
Schedule of maturities of operating and finance lease liabilities | Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows: Operating Leases Finance Leases Total 2024 $ 892,779 1,854,104 $ 2,746,883 2025 878,281 1,765,385 2,643,666 2026 828,175 1,679,279 2,507,454 2027 855,510 902,127 1,757,637 2028 883,863 931,290 1,815,153 2029 652,422 961,311 1,613,733 2030 536,932 1,062,262 1,599,194 Thereafter — 8,278,092 8,278,092 Total minimum lease payments 5,527,962 17,433,850 22,961,812 Less: imputed interest (1,406,740) (7,513,029) (8,919,769) Present value of lease liabilities $ 4,121,222 $ 9,920,821 $ 14,042,043 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share | |
Schedule of reconciliation of net loss | For the Years Ended December 31, 2023 2022 Net loss from continuing operations $ (41,762,479) $ (41,375,067) Net loss from discontinued operations (5,070,707) (2,487,130) Net loss (46,833,186) (43,862,197) Net loss-Non-controlling interest (1,616,018) (427,491) Net loss attributable to Scorpius Holdings, Inc. $ (45,217,168) $ (43,434,706) Weighted-average common shares outstanding, basic and diluted 26,046,594 25,606,326 Net loss per share, basic and diluted - continuing operations $ (1.54) $ (1.60) Net loss per share, basic and diluted - discontinued operations (0.19) (0.10) Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted $ (1.74) $ (1.70) |
Schedule of potentially dilutive securities | 2023 2022 Outstanding stock options 6,438,931 7,036,874 Restricted stock subject to forfeiture and restricted stock units 250,000 34,001 Outstanding common stock warrants — 747,383 |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) | 12 Months Ended | |||
Dec. 27, 2023 | Dec. 31, 2023 | Dec. 11, 2023 | Dec. 31, 2022 | |
Discontinued Operations | ||||
Estimated fair value of 3% ANTHIM earnout | $ 1,720,000 | |||
Gain from disposal of discontinued operations | 1,467,451 | |||
Assets of discontinued operations | $ 7,928,136 | |||
Liabilities of discontinued operations | $ 5,290,500 | |||
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | ||||
Discontinued Operations | ||||
Purchase price | $ 2,488,000 | |||
Cash received | 500,000 | $ 500,000 | ||
Contingent consideration receivable | 300,000 | |||
Estimated fair value of 3% ANTHIM earnout | 1,720,000 | |||
Gain from disposal of discontinued operations | $ 1,467,451 | |||
Assets of discontinued operations | 0 | |||
Liabilities of discontinued operations | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of assets and liabilities classified as discontinued operation in consolidated balance sheets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,242,840 | |
Total Current Assets | 7,928,136 | |
Long term assets: | ||
Total long term assets | 12,178,323 | |
Current liabilities: | ||
Contingent consideration, current portion | $ 268,000 | |
Total current liabilities | 9,622,279 | |
Long term liabilities: | ||
Total long term liabilities | 5,290,500 | |
Held for sale | ||
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 of discontinued operations | 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 of discontinued operations | $ 14,912,779 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of discontinued operation in operations statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued operation operating expense | ||
Intangible asset impairment loss | $ 2,277,921 | |
Gain on sale of discontinued operations | (1,467,451) | |
Unrealized gain (loss) on available-for-sale securities | 123,019 | $ (1,701,443) |
Net loss from discontinued operations before income taxes | (5,005,518) | (5,560,130) |
Income tax expense from discontinued operations | (65,189) | 3,073,000 |
Net loss from discontinued operations, net of tax benefit | (5,070,707) | (2,487,130) |
Elusys Therapeutics business unit | ||
Discontinued Operations | ||
Revenue | 6,699,200 | 6,012,993 |
Discontinued operation operating expense | ||
Cost of revenues | 2,163,723 | 6,319,723 |
Research and development | 2,549,959 | 3,237,905 |
Selling, general and administrative | 1,346,565 | 1,000,333 |
Amortization of intangible asset | 1,091,250 | 1,030,625 |
Goodwill impairment loss | 3,873,079 | |
Intangible asset impairment loss | 2,277,921 | |
Change in fair value of contingent consideration | (107,355) | (109,500) |
Total operating expenses | 13,195,142 | 11,479,086 |
Loss from operations | (6,495,942) | (5,466,093) |
Gain on sale of discontinued operations | (1,467,451) | |
Other expense, net | (22,973) | 94,037 |
Total non-operating (loss) income | (1,490,424) | 94,037 |
Net loss from discontinued operations before income taxes | (5,005,518) | (5,560,130) |
Income tax expense from discontinued operations | (65,189) | 3,073,000 |
Net loss from discontinued operations, net of tax benefit | $ (5,070,707) | $ (2,487,130) |
Discontinued Operations - Disco
Discontinued Operations - Discontinued Operations - Schedule of total operating and investing cash flows of discontinued operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant operating items | ||
Total net cash (used in) provided by operating activities from discontinued operations | $ (5,032,271) | $ 30,042,512 |
Significant investing items | ||
Total net cash provided (used in) by investing activities from discontinued operations | $ 41,854 | (20,064,672) |
Significant financing items | ||
Total net cash used by financing activities from discontinued operations | $ (4,735,000) |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of fail value of consideration (Details) - USD ($) | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 11, 2023 |
Discontinued Operations | |||
Estimated fair value of 3% ANTHIM earnout | $ 1,720,000 | ||
Estimated fair value of contingent consideration receivable, related party | $ 268,000 | ||
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | |||
Discontinued Operations | |||
Upfront cash consideration | $ 500,000 | $ 500,000 | |
Estimated fair value of 3% ANTHIM earnout | 1,720,000 | ||
Contingent consideration receivable | 300,000 | ||
Estimated fair value of contingent consideration receivable, related party | 268,000 | ||
Total fair value of contingent consideration receivable, related party | 1,988,000 | ||
Total fair value of consideration received | $ 2,488,000 |
Discontinued Operations - Sch_4
Discontinued Operations - Schedule of Book Value of Assets and Liabilities (Details) - USD ($) | Dec. 27, 2023 | Dec. 31, 2022 |
Discontinued Operations | ||
Cash and cash equivalents | $ 5,242,840 | |
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | ||
Discontinued Operations | ||
Cash and cash equivalents | $ 252,423 | |
Prepaid expenses and deposits | 30,228 | |
Intangibles and other long-term assets | 6,728,109 | |
Accounts payable | (197,082) | |
Accrued expenses and other liabilities | (1,183,129) | |
Contingent royalty earnout liability | (4,610,000) | |
Net book value of assets and liabilities sold | $ 1,020,549 |
Discontinued Operations - Sch_5
Discontinued Operations - Schedule of gain from disposal of discontinued operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 27, 2023 | Dec. 11, 2023 | Dec. 31, 2023 | |
Discontinued Operations | |||
Gain from disposal of discontinued operations | $ 1,467,451 | ||
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | |||
Discontinued Operations | |||
Upfront cash consideration | $ 500,000 | $ 500,000 | |
Percentage of gross revenue payable by the Buyer as royalty fee on an annual basis | 3% | ||
Threshold aggregate amount of royalty fees that the Company should have received as of December 31, 2028 | $ 5,000,000 | ||
Less: net book value of assets and liabilities sold | (1,020,549) | ||
Gain from disposal of discontinued operations | 1,467,451 | ||
Total liabilities assumed | $ (51,400,000) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | Oct. 31, 2018 shares | Oct. 31, 2017 USD ($) | May 31, 2017 USD ($) | Jun. 30, 2016 USD ($) | Dec. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | Sep. 30, 2018 | |
Accumulated deficit | $ 254,370,827 | $ 209,153,659 | ||||||||
Net loss | 46,833,186 | 43,862,197 | ||||||||
Cash, cash equivalents and short term investments | $ 2,400,000 | |||||||||
Number of operating segments | segment | 1 | |||||||||
FDIC insured amount | $ 250,000 | 250,000 | ||||||||
Uninsured cash balance | $ 0 | $ 7,800,000 | ||||||||
Dividend yield | 0% | 0% | ||||||||
Revenue | $ 6,994,838 | $ 370,176 | ||||||||
Estimated fair value of 3% ANTHIM earnout | 1,720,000 | |||||||||
Deferred revenue | 2,400,000 | 1,600,000 | ||||||||
Elusys Therapeutics business unit | Held for sale | ||||||||||
Contingent consideration receivable, off-market issuance of a Convertible Note | 300,000 | |||||||||
Estimated fair value of 3% ANTHIM earnout | 1,700,000 | |||||||||
Shattuck | ||||||||||
License fee received | $ 50,000 | |||||||||
Deferred revenue | $ 30,000 | $ 40,000 | ||||||||
Proceeds from milestone payment | $ 100,000 | |||||||||
Pelican Therapeutics, Inc. | ||||||||||
Percentage of non-controlling interest acquired | 15% | 15% | ||||||||
Scorpius Biomanufacturing | ||||||||||
Percentage of non-controlling interest acquired | 6% | 6% | ||||||||
Minimum | ||||||||||
Estimated useful lives | 3 years | |||||||||
Maximum | ||||||||||
Estimated useful lives | 8 years | |||||||||
Sales revenue net | Geographic Concentration Risk | Canada | ||||||||||
Concentration risk, percentage | 94% | |||||||||
Sales revenue net | Geographic Concentration Risk | United States | ||||||||||
Concentration risk, percentage | 100% | 6% | ||||||||
Lab equipment | ||||||||||
Estimated useful lives | 5 years | |||||||||
Computers | ||||||||||
Estimated useful lives | 3 years | |||||||||
Furniture and fixtures and vehicles | ||||||||||
Estimated useful lives | 8 years | |||||||||
Common stock warrants | ||||||||||
Warrants exchanged | shares | 0 | |||||||||
Heat I | ||||||||||
Ownership interest in subsidiary | 100% | |||||||||
Pelican Therapeutics, Inc. | ||||||||||
Ownership interest in subsidiary | 85% | 85% | 85% | 80% | ||||||
Scorpius Therapeutics, Inc. | ||||||||||
Ownership interest in subsidiary | 94% | |||||||||
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 | $ 1,500,000 | $ 15,200,000 | ||||||||
Remaining grant amount receivable | $ 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, 2023 | Dec. 31, 2022 |
Unrealized gains (losses) | $ 0.1 | $ (1.7) |
Mutual funds | ||
Estimated fair value | $ 2.2 | $ 35.8 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Financial Instruments (Details) - Recurring - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Short-term investments | $ 2,206,555 | $ 35,837,309 |
Contingent consideration receivable, related party | 268,000 | |
Contingent earn-out receivable, related party | 1,720,000 | |
Liabilities: | ||
Contingent consideration | 12,224,614 | |
Level 1 | ||
Assets: | ||
Short-term investments | 2,206,555 | 35,837,309 |
Level 3 | ||
Assets: | ||
Contingent consideration receivable, related party | 268,000 | |
Contingent earn-out receivable, related party | $ 1,720,000 | |
Liabilities: | ||
Contingent consideration | $ 12,224,614 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Change in consideration receivable (Details) - Discontinued Operations, Disposed of by Sale - Elusys Therapeutics | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contingent consideration receivable, related party | |
Change in fair value | |
Sale of Elusys Therapeutics | $ 268,000 |
Balance at the ending | 268,000 |
Consideration earn-out receivable, related party | |
Change in fair value | |
Sale of Elusys Therapeutics | 1,720,000 |
Balance at the ending | $ 1,720,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Change In Fair Value, Contingent Liabilities (Details) - Contingent Consideration - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | ||
Change in fair value | ||
Divestiture of Elusys Therapeutics | $ (4,610,000) | |
Pelican Therapeutics, Inc. | ||
Change in fair value | ||
Balance at the beginning | $ 3,342,515 | |
Change in fair value | (3,342,515) | |
Elusys Therapeutics | ||
Change in fair value | ||
Balance at the beginning | 12,224,614 | |
Acquisition of Elusys Therapeutics | 39,853,685 | |
Payment of contingent consideration | (7,507,260) | (20,784,571) |
Payment of inventory consideration | (4,735,000) | |
Payment of deferred cash consideration | (2,000,000) | |
Change in fair value | $ (107,354) | (109,500) |
Balance at end | $ 12,224,614 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 |
Change in fair value of contingent consideration | (3,342,515) | |
Change in fair value of contingent consideration | (100,000) | $ (100,000) |
Held for sale | Elusys Therapeutics business unit | ||
Fair Value of Financial Instruments | ||
Reclassification to held for sale | (4,600,000) | |
Change in fair value of consideration receivable | $ 1,700,000 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Schedule of Inputs and Valuation Methodologies Used (Details) - Level 3 - Elusys Therapeutics - Discounted cash flow analysis $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Contingent consideration receivable, related party | Market interest rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.147 | |
Contingent consideration receivable, related party | Principal amount | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 2,250 | |
Consideration earn-out receivable, related party | Discount rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.150 | |
Consideration earn-out receivable, related party | Future revenue projections | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 141,400 | |
Consideration earn-out receivable, related party | Minimum earn-out payment rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.03 | |
Consideration earn-out receivable, related party | Minimum earn-out payment | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 5,000 | |
Revenue earn-out | Discount rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.245 | |
Revenue earn-out | Future revenue projections | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 325,900 | |
Deferred contract consideration | Discount rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.155 | |
Deferred contract consideration | Future revenue projections | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 7,600 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||||||
Apr. 18, 2022 USD ($) item | Apr. 30, 2022 USD ($) | Mar. 31, 2018 USD ($) | Dec. 31, 2023 | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
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 | ||||||||
Pelican Therapeutics, Inc. | Stockholders | |||||||||
Acquisitions | |||||||||
Cash consideration | $ 300,000 | ||||||||
Elusys Therapeutics | |||||||||
Acquisitions | |||||||||
Earn out payments period | 12 years | ||||||||
Percentage of earn out payments | 10% | 10% | |||||||
Frequency of periodic earn out payment | 1 year | 1 year | |||||||
Period of occurrence of earn payment | 9 years | 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 | $ 3,873,080 | $ 3,900,000 | $ 3,301,959 | ||||||
Goodwill deductible for tax purposes | 15 years | ||||||||
Number of pre-filled vials of ANTHIM | item | 1,500 |
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) - Elusys Therapeutics - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Apr. 18, 2022 | |
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 | 1,329,153 | ||||
Total assets acquired | 49,340,692 | ||||
Accounts payable | (204,794) | ||||
Accrued expenses and other current liabilities | (5,155,363) | ||||
Operating lease obligations | (352,906) | ||||
Deferred income tax liability | (3,644,120) | ||||
Other liabilities | (1,002,904) | ||||
Total liabilities assumed | (10,360,087) | ||||
Net assets acquired and liabilities assumed | 38,980,605 | ||||
Goodwill | $ 3,301,959 | $ 3,301,959 | $ 3,900,000 | 3,873,080 | |
Total purchase consideration | $ 42,853,685 | ||||
Total revenue of acquiree from acquisition date | 6,000,000 | $ 6,700,000 | |||
Net loss before income taxes of acquiree from acquisition date | $ 5,600,000 | $ 5,000,000 | |||
Acquisition costs | $ 600,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid manufacturing expense | $ 102,761 | $ 91,477 |
Contract assets | 120,184 | |
Other prepaid expenses and current assets | 476,233 | 1,132,502 |
Prepaid insurance | 96,588 | 201,252 |
Prepaid preclinical and clinical expenses | 21,263 | 65,892 |
Prepaid expenses and other current assets | $ 817,029 | $ 1,491,123 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment | ||
Total | $ 25,168,330 | $ 23,392,138 |
Accumulated depreciation | (7,580,993) | (2,953,617) |
Property and equipment, net | 17,587,337 | 20,438,521 |
Depreciation expense | $ 4,600,000 | 1,800,000 |
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 | $ 21,203,534 | 18,060,058 |
Leasehold improvements | ||
Property and Equipment | ||
Total | $ 2,827,289 | 2,486,329 |
Computers | ||
Property and Equipment | ||
Estimated useful lives | 3 years | |
Total | $ 850,211 | 502,084 |
Furniture and fixtures | ||
Property and Equipment | ||
Total | 277,882 | 245,770 |
Construction-in-process | ||
Property and Equipment | ||
Total | $ 9,414 | 2,053,335 |
Vehicles | ||
Property and Equipment | ||
Total | $ 44,562 |
Goodwill and other intangible_3
Goodwill and other intangible assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 01, 2023 | Apr. 18, 2022 | Sep. 30, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | |
Goodwill and other intangible assets | ||||||||||
In-process research and development impairment | $ 3,500,000 | |||||||||
Goodwill impairment loss | $ 3,873,079 | |||||||||
Intangible asset impairment loss | 2,277,921 | |||||||||
Increase in deferred tax liability | (571,120) | (3,288,937) | ||||||||
IPRD | ||||||||||
Goodwill and other intangible assets | ||||||||||
Balance of finite-lived intangible assets | $ 3,500,000 | 0 | 0 | |||||||
Intangible asset impairment loss | 3,500,000 | |||||||||
Pelican Therapeutics, Inc. | ||||||||||
Goodwill and other intangible assets | ||||||||||
Goodwill acquired | $ 2,200,000 | |||||||||
Goodwill impairment loss | 1,500,000 | |||||||||
Pelican Therapeutics, Inc. | IPRD | ||||||||||
Goodwill and other intangible assets | ||||||||||
Finite-lived intangible assets acquired | $ 5,900,000 | |||||||||
Carrying value written down | 5,900,000 | |||||||||
Intangible assets fair value | 3,500,000 | |||||||||
In-process research and development impairment | $ 3,500,000 | $ 2,400,000 | ||||||||
Elusys Therapeutics | ||||||||||
Goodwill and other intangible assets | ||||||||||
Goodwill acquired | $ 3,300,000 | 5,067,748 | ||||||||
Finite-lived intangible assets acquired | $ 9,700,000 | |||||||||
In-process research and development impairment | $ 0 | 0 | ||||||||
Goodwill impairment loss | $ 3,900,000 | 3,873,079 | ||||||||
Remaining amortization period | 80 months | |||||||||
Goodwill | $ 3,873,080 | $ 3,900,000 | 3,301,959 | |||||||
Acquisition fair value adjustments | $ 600,000 | 571,120 | 1,765,789 | |||||||
Intangible asset impairment loss | 2,300,000 | |||||||||
Amount of impairment charges | $ 0 | |||||||||
Increase in goodwill | $ 600,000 | |||||||||
Increase in other assets | 1,000,000 | |||||||||
Increase in liability for uncertain tax positions | 1,000,000 | |||||||||
Increase in deferred tax liability | $ 600,000 | |||||||||
Elusys Therapeutics | Intangible Assets | ||||||||||
Goodwill and other intangible assets | ||||||||||
Finite-lived intangible assets acquired | 11,200,000 | |||||||||
Balance of finite-lived intangible assets | $ 8,669,375 | |||||||||
Intangible asset impairment loss | $ 2,277,921 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Carrying amount of goodwill, IPRD and intangible assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 18, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill | |||||
Impairment | $ (3,873,079) | ||||
Intangible Assets | |||||
Impairment | (2,277,921) | ||||
Amortization of intangible asset | (1,091,250) | $ (1,030,625) | |||
IPRD | |||||
Intangible Assets | |||||
Intangible assets beginning balance | 0 | 3,500,000 | |||
Impairment | (3,500,000) | ||||
Intangible assets, ending balance | 0 | 0 | |||
Elusys Therapeutics | |||||
Goodwill | |||||
Goodwill beginning balance | 3,301,959 | ||||
Impairment | $ (3,900,000) | (3,873,079) | |||
Acquisition of Elusys Therapeutics | $ 3,300,000 | 5,067,748 | |||
Measurement period adjustments | $ (600,000) | (571,120) | (1,765,789) | ||
Goodwill ending balance | 3,873,080 | $ 3,900,000 | 3,301,959 | ||
Intangible Assets | |||||
Impairment | $ (2,300,000) | ||||
Acquisition of Elusys Therapeutics | $ 9,700,000 | ||||
Elusys Therapeutics | Intangible Assets | |||||
Intangible Assets | |||||
Intangible assets beginning balance | 8,669,375 | ||||
Impairment | (2,277,921) | ||||
Acquisition of Elusys Therapeutics | 11,200,000 | ||||
Measurement period adjustments | (1,500,000) | ||||
Amortization of intangible asset | (1,091,250) | (1,030,625) | |||
Reclassified to discontinued operations | $ (5,300,204) | ||||
Intangible assets, ending balance | $ 8,669,375 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Liabilities | ||
Accrued marketing expenses | $ 1,013,497 | |
Other expenses | 313,254 | $ 426,025 |
Accrued preclinical and clinical trial expenses | 405,792 | 953,252 |
Compensation and related benefits | 332,641 | 491,191 |
Accrued manufacturing expenses | 97,877 | 6,133 |
Accrued franchise tax | 38,800 | 40,000 |
Accrued expenses and other current liabilities | $ 2,201,861 | $ 1,916,601 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 26, 2024 USD ($) D $ / shares shares | Apr. 18, 2022 | Apr. 30, 2022 | Dec. 31, 2023 USD ($) | |
Convertible promissory note | Subsequent Events | ||||
Aggregate amount of notes issued | $ 2,250,000 | |||
Interest rate percentage on the note | 1% | |||
Maturity of issuance | 1 year | |||
Debt instrument conversion price | $ / shares | $ 0.39109 | |||
Volume weighted average price | 110% | |||
Debt instrument trading days | D | 7 | |||
Debt instrument conversion of shares issued upon conversion (in shares) | shares | 5,810,740 | |||
Elusys Therapeutics | ||||
Earn out payment period | 12 years | |||
Percentage of earn out payments | 10% | 10% | ||
Frequency of periodic earn out payment | 1 year | 1 year | ||
Period of occurrence of earn payment | 9 years | 9 years | ||
ANTHIM | ||||
Future commitments | $ 51,400,000 |
Revenue (Details)
Revenue (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 13, 2023 USD ($) item | Sep. 13, 2022 USD ($) | Apr. 19, 2022 USD ($) item | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | Oct. 31, 2017 USD ($) | May 31, 2017 USD ($) | Jun. 30, 2016 USD ($) | Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Grant Revenue | ||||||||||||
Revenue | $ 6,994,838 | $ 370,176 | ||||||||||
Process Development Revenue | ||||||||||||
Process development revenue recognized | 6,600,000 | 100,000 | ||||||||||
Process development contract liabilities, beginning of period | 1,618,308 | 37,500 | ||||||||||
Reclassification to revenue as the result of performance obligations satisfied | (6,358,617) | (76,019) | ||||||||||
Net change to contract balance recognized since beginning of period due to amounts collected | 7,129,750 | 1,656,827 | ||||||||||
Process development contract liabilities, end of period | 2,389,441 | 1,618,308 | ||||||||||
Recognized revenue | 1,200,000 | 3,000 | ||||||||||
Accounts receivable | 375,192 | 81,456 | $ 66,049 | |||||||||
Elusys Therapeutics business unit | ||||||||||||
Grant Revenue | ||||||||||||
Revenue | $ 6,699,200 | $ 6,012,993 | ||||||||||
One customer | ||||||||||||
Process Development Revenue | ||||||||||||
Number of customers process development revenue was derived from | customer | 1 | |||||||||||
Two customers | ||||||||||||
Process Development Revenue | ||||||||||||
Number of customers process development revenue was derived from | customer | 2 | |||||||||||
Sales revenue net | Customer Concentration Risk | One customer | ||||||||||||
Grant Revenue | ||||||||||||
Concentration risk, percentage | 74% | |||||||||||
Sales revenue net | Customer Concentration Risk | Two customers | ||||||||||||
Grant Revenue | ||||||||||||
Concentration risk, percentage | 86% | |||||||||||
Shattuck | ||||||||||||
License Revenue | ||||||||||||
License fee received | $ 50,000 | |||||||||||
Proceeds from milestone payment | $ 100,000 | |||||||||||
ANTHIM Vials | ||||||||||||
Grant Revenue | ||||||||||||
Number of vials to be delivered | item | 3,000 | |||||||||||
Contract award | $ 5,900,000 | |||||||||||
Number of vials, manufacturing conversion | item | 23,732 | |||||||||||
Revenue | $ 6,700,000 | |||||||||||
ANTHIM Vials | Elusys Therapeutics business unit | ||||||||||||
Grant Revenue | ||||||||||||
Contract amount retained | $ 1,100,000 | |||||||||||
Disposal group including discontinued operation Amount paid to seller | 4,600,000 | |||||||||||
ANTHIM Vials | Accounts receivable | ||||||||||||
Grant Revenue | ||||||||||||
Contract with customer, receivable, after allowance for credit loss, current | $ 5,900,000 | |||||||||||
Pelican Therapeutics, Inc. | Grant and contract revenue | ||||||||||||
Grant Revenue | ||||||||||||
Revenue | $ 1,500,000 | $ 15,200,000 | ||||||||||
Amount the company is required to match of each dollar of grant | 0.50 | |||||||||||
Threshold amount for match of grant | 1 | |||||||||||
Contribution to be made by Pelican | $ 7,600,000 | |||||||||||
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, 2023 | Dec. 31, 2022 |
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 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 | 26,219,461 | 25,661,488 |
Common Stock, Shares, Outstanding | 26,219,461 | 25,661,488 |
Stockholders' Equity - ATM Offe
Stockholders' Equity - ATM Offerings (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Proceeds from the issuance of common stock | $ 65,624 | $ 59,692 | |
At The Market Offering | |||
Issuance of common stock (in shares) | 19,500 | 137,571 | 0 |
Average price of common stock | $ 0.43 | $ 0.36 | |
Proceeds from the issuance of common stock | $ 10,000 | $ 50,000 | |
Percentage of commission for common stock sold | 3% | 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, 2023 | |
Common stock warrants | ||||
Stockholders' Equity | ||||
Warrants exercised | 31,000 | 0 | ||
Warrants expired | 747,383 | |||
Warrants exchanged | 0 | |||
Warrants issued | 0 | |||
Number of shares of common stock each warrant is exercisable into | 1 | |||
Exercise price | $ 5.78 | |||
Expiration term | 2 years | |||
Warrants outstanding | 0 | |||
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 - Equity C
Stockholders' Equity - Equity Compensation Plan - Narrative (Details) - shares | 1 Months Ended | 12 Months Ended | |||||||||||||
Aug. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2009 | Dec. 31, 2021 | Oct. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Jun. 30, 2014 | Apr. 30, 2011 | Mar. 31, 2011 | |
Stockholders' Equity | |||||||||||||||
Granted | 0 | 4,307,599 | |||||||||||||
Outstanding stock options | 6,438,931 | 7,036,874 | 2,954,315 | ||||||||||||
Dividend yield | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Annual interest on outstanding balance | 0% | ||||||||||||||
Subsidiaries Stock Incentive Plan | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Outstanding stock options | 31,578 | ||||||||||||||
Subsidiaries Stock Incentive Plan | CEO | Subsidiaries | Skunkworx Bio, Inc. | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Granted | 10,526 | ||||||||||||||
Subsidiaries Stock Incentive Plan | CEO | Subsidiaries | Scorpion Biological Services, Inc. | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Granted | 10,638 | ||||||||||||||
Subsidiaries Stock Incentive Plan | CEO | Subsidiaries | Abacus Biotech, Inc. | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Granted | 10,526 | ||||||||||||||
Subsidiaries Stock Incentive Plan | CEO | Subsidiaries | 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 | 625 | 1,135 | |||||||||||||
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 | 16,750 | 17,385 | |||||||||||||
2009 and 2014 Plans | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Granted | 300,000 | ||||||||||||||
2017 Stock Option Plan | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Number of shares authorized | 500,000 | ||||||||||||||
Outstanding stock options | 27,163 | 31,018 | |||||||||||||
2018 Stock Option Plan | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Number of shares authorized | 571,428 | ||||||||||||||
Increase in the number of shares available for grant | 5,000,000 | 2,142,857 | 571,428 | ||||||||||||
Outstanding stock options | 6,362,805 | 6,955,758 | |||||||||||||
2021 Stock Option Plan | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Common shares available for issuance | 785,196 | ||||||||||||||
2021 Employee Stock Option Plan | |||||||||||||||
Stockholders' Equity | |||||||||||||||
Number of shares authorized | 500,000 | ||||||||||||||
Common shares available for issuance | 425,889 | 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, 2023 | Dec. 31, 2022 | |
Stockholders' Equity | ||
Stock-based compensation | $ 2,628,276 | $ 4,085,737 |
Employee Stock Option [Member] | ||
Stockholders' Equity | ||
Stock-based compensation | 1,929,665 | 2,782,694 |
Non-employee stock options | ||
Stockholders' Equity | ||
Stock-based compensation | 563,415 | 1,114,894 |
Employee stock awards | ||
Stockholders' Equity | ||
Stock-based compensation | 135,095 | 169,571 |
Non-employee stock awards | ||
Stockholders' Equity | ||
Stock-based compensation | $ 101 | $ 18,578 |
2021 Stock Option Plan | ||
Stockholders' Equity | ||
Common shares available for issuance | 785,196 |
Stockholders' Equity - Accounti
Stockholders' Equity - Accounting for Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity | ||
Stock-based compensation | $ 2,628,276 | $ 4,085,737 |
Granted | 0 | 4,307,599 |
Employee Stock Option [Member] | ||
Stockholders' Equity | ||
Stock-based compensation | $ 1,929,665 | $ 2,782,694 |
Vesting period | 4 years | |
Expiration term | 10 years | 10 years |
Granted | 0 | |
Employee Stock Option [Member] | Maximum | ||
Stockholders' Equity | ||
Vesting period | 10 years |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity | ||
Dividend yield | 0% | 0% |
Expected volatility, minimum | 100.85% | |
Expected volatility, maximum | 105.09% | |
Risk-free interest rate, minimum | 1.95% | |
Risk-free interest rate, maximum | 3.61% | |
Minimum | ||
Stockholders' Equity | ||
Expected lives (years) | 5 years 3 months 18 days | |
Maximum | ||
Stockholders' Equity | ||
Expected lives (years) | 6 years 1 month 6 days |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Stock options outstanding at beginning of period | 7,036,874 | 2,954,315 |
Granted | 0 | 4,307,599 |
Exercised | (12,765) | |
Expired | (198,478) | (82,253) |
Forfeited | (399,465) | (130,022) |
Stock options outstanding at end of period | 6,438,931 | 7,036,874 |
Stock options expected to vest at end of period | 6,438,931 | |
Stock options exercisable at end of period | 4,601,719 | |
Weighted Average Exercise Price | ||
Stock options outstanding at beginning of period (in dollars per share) | $ 3.67 | $ 7.62 |
Granted (in dollars per share) | 1.10 | |
Exercised (in dollars per share) | 1.30 | |
Expired (in dollars per share) | 6.69 | 10.20 |
Forfeited (in dollars per share) | 2.88 | 4.44 |
Stock options outstanding at end of period (in dollars per share) | 3.63 | $ 3.67 |
Stock options expected to vest at end of period (in dollars per share) | 3.63 | |
Stock options exercisable at end of period (in dollars per share) | $ 4.52 | |
Aggregate Intrinsic Value | ||
Stock options outstanding at beginning of period | $ 16,842 | $ 100,419 |
Stock options outstanding at end of period | 9,052 | $ 16,842 |
Stock options expected to vest at end of period | 9,052 | |
Stock options exercisable at end of period | $ 9,052 | |
Weighted Average Remaining Contractual Life | ||
Stock options outstanding at end of period | 8 years | |
Stock options expected to vest at end of period | 8 years | |
Stock options exercisable at end of period | 7 years 8 months 12 days | |
Unrecognized stock-based compensation expense | $ 2,000,000 | |
Unrecognized stock-based compensation expense, recognition period | 1 year | |
Weighted-average fair value of options | $ 0.87 | |
Stock options were granted | 0 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted stock | ||
Shares | ||
Restricted stock at beginning of period | 34,001 | 370,170 |
Vested | (34,001) | (336,169) |
Restricted stock at end of period | 34,001 | |
Weighted Average Fair Value | ||
Restricted stock at beginning of period | $ 3.22 | $ 4.71 |
Vested | $ 3.22 | 4.86 |
Restricted stock at end of period | $ 3.22 | |
Aggregate fair value of awards vested | $ 0.1 | $ 1.6 |
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 | ||
Granted | 360,000 | |
Released | (110,000) | |
Restricted stock at end of period | 250,000 | |
Weighted Average Fair Value | ||
Granted | $ 1.18 | |
Released | 1.18 | |
Restricted stock at end of period | $ 1.18 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | |
Income Tax | |||
Statutory federal tax rate | 21% | 21% | |
Deferred tax assets fully offset by a valuation allowance | $ 40,499,419 | $ 32,586,721 | |
Uncertain tax position | 0 | 0 | |
Interest and penalty | 0 | 0 | |
Operating loss carryforwards | 28,914,050 | 24,542,949 | |
Number of ownership changes over 50% | item | 5 | ||
Federal. | |||
Income Tax | |||
Net operating loss carryforwards | 197,000,000 | 174,300,000 | |
Net operating loss available to offset future income | 136,300,000 | ||
Operating loss carryforwards | 136,300,000 | ||
Operating loss carryforwards not subject to expire | 128,200,000 | ||
Operating loss carryforwards subject to expire | 8,100,000 | ||
NOLs that will expire unutilized | $ 58,200,000 | ||
R&D credits that will expire unutilized | $ 2,900,000 | ||
State. | |||
Income Tax | |||
Net operating loss carryforwards | 126,500,000 | $ 124,500,000 | |
Net operating loss available to offset future income | $ 2,800,000 |
Income Tax - Income Tax Benefit
Income Tax - Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Expense: | ||
Federal | $ (521,420) | $ (215,937) |
State | (49,700) | |
Total | $ (571,120) | $ (215,937) |
Income Tax - Income Tax Rate Di
Income Tax - Income Tax Rate Differences (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax | ||
Federal income tax benefit at statutory rate: | $ (8,620,900) | $ (8,734,000) |
Increase (reduction) in income tax resulting from: | ||
State income taxes | (8,900) | (146,000) |
Foreign rate differential | (2,200) | (19,000) |
Nondeductible expenses | 57,200 | 1,000 |
Research and development credit | (1,312,000) | |
Stock based compensation | 351,500 | 192,000 |
Excess executive compensation | 9,000 | |
Prior Period True-Ups | (288,400) | |
Change in state tax rate | 358,000 | |
Purchase Accounting Adjustment | (571,120) | |
Reserve for loss carryforwards limited by Sec. 382 | 8,000 | |
Other | (5,300) | 65,063 |
Increase in valuation allowance | 8,159,000 | 9,720,000 |
Income tax (benefit) provision | $ (571,120) | $ (215,937) |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Net operating losses | $ 28,914,050 | $ 24,542,949 |
R&D credits | 3,830,306 | 3,822,392 |
Stock compensation | 2,799,908 | 2,974,242 |
Lease liability | 2,951,877 | |
Deferred revenue | 6,307 | 7,465 |
Section 174 costs | 7,481,832 | 4,041,814 |
Other | 319,826 | |
Unrealized gains/losses | 507,547 | 583,683 |
Deferred tax assets | 46,811,653 | 35,972,545 |
Deferred tax liabilities: | ||
Property, plant and equipment, primarily due to differences in depreciation | (738,290) | (553,840) |
Lease liability | (5,573,944) | (2,732,712) |
Other | (99,272) | |
Deferred tax liabilities | (6,312,234) | (3,385,824) |
Valuation allowance | (40,499,419) | $ (32,586,721) |
Change in gross unrecognized tax positions | ||
Gross increases for tax positions related to the acquisition of Elusys Therapeutics | 1,480,974,000 | |
Divestiture of equity interests in Elusys Therapeutics | $ (1,480,974,000) |
Leases - Facility Lease (Detail
Leases - Facility Lease (Details) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Sep. 15, 2022 USD ($) item | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) ft² lease | Oct. 31, 2021 ft² | Jun. 30, 2021 USD ($) ft² item | Dec. 31, 2022 USD ($) lease | Dec. 31, 2023 USD ($) | |
Leases | |||||||
Operating lease right-of-use asset | $ 6,041,439 | $ 5,866,261 | $ 5,866,261 | $ 6,041,439 | |||
Operating lease liability | 4,121,222 | 4,121,222 | |||||
Finance lease right-of-use asset | 20,473,742 | 15,329,075 | 15,329,075 | 20,473,742 | |||
Finance lease liability | $ 9,920,821 | 9,920,821 | |||||
Lab equipment | |||||||
Leases | |||||||
Reimbursement of expenses, capitalized | 13,200,000 | 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 | 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 | $ 10,200,000 | |||||
Additional tax credit payments resulted in lease modification | $ 3,100,000 | ||||||
Finance lease right-of-use asset | 15,100,000 | ||||||
Finance lease liability | $ 5,100,000 | ||||||
San Antonio, TX | TPB Merchants Ice, LLC | |||||||
Leases | |||||||
Area of facility to be leased | ft² | 8,042 | ||||||
Lease term | 15 years | 15 years | |||||
Number of lease renewal terms | lease | 1 | 1 | |||||
Lease renewal term | 10 years | 10 years | |||||
Maximum amount of tenant improvements provided for under lease | $ 500,000 | $ 500,000 | |||||
Finance lease right-of-use asset | 7,800,000 | 7,800,000 | |||||
Finance lease liability | $ 2,300,000 | $ 2,300,000 | |||||
San Antonio, TX | EastGroup Properties, L.P. | |||||||
Leases | |||||||
Area of facility to be leased | ft² | 22,262 | ||||||
Lease term | 5 years | 5 years | |||||
Maximum amount of tenant improvements provided for under lease | $ 100,000 | $ 100,000 | |||||
Operating lease right-of-use asset | 900,000 | 900,000 | |||||
Operating lease liability | $ 1,000,000 | $ 1,000,000 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease payments | $ 800,000 | $ 800,000 |
Additional right-of-use assets obtained upon financing lease | 2,200,000 | |
Right-of-use assets obtained upon financing lease modifications | 70,033 | 37,654 |
Operating lease cost | 1,239,539 | 732,767 |
Finance lease cost | ||
Amortization of lease assets | 1,816,463 | 656,794 |
Interest on lease liabilities | 776,838 | 181,667 |
Total finance lease cost | $ 2,593,301 | $ 838,461 |
Weighted average remaining lease term (years), Operating leases | 6 years 2 months 12 days | 7 years 3 months 18 days |
Weighted average remaining lease term (years), Finance leases | 11 years 2 months 12 days | 13 years 3 months 18 days |
Weighted average incremental borrowing rate, Operating leases | 9.67% | 9.37% |
Weighted average incremental borrowing rate, Finance leases | 10.11% | 9.60% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Lease Liabilities (Details) | Dec. 31, 2023 USD ($) |
Maturities of operating lease liabilities | |
2024 | $ 892,779 |
2025 | 878,281 |
2026 | 828,175 |
2027 | 855,510 |
2028 | 883,863 |
2029 | 652,422 |
2030 | 536,932 |
Total minimum lease payments | 5,527,962 |
Less: imputed interest | (1,406,740) |
Present value of operating lease liabilities | 4,121,222 |
Maturities of finance lease liabilities | |
2024 | 1,854,104 |
2025 | 1,765,385 |
2026 | 1,679,279 |
2027 | 902,127 |
2028 | 931,290 |
2029 | 961,311 |
2030 | 1,062,262 |
Thereafter | 8,278,092 |
Total minimum lease payments | 17,433,850 |
Less: imputed interest | (7,513,029) |
Present value of lease liabilities | 9,920,821 |
Maturities of lease liabilities | |
2024 | 2,746,883 |
2025 | 2,643,666 |
2026 | 2,507,454 |
2027 | 1,757,637 |
2028 | 1,815,153 |
2029 | 1,613,733 |
2030 | 1,599,194 |
Thereafter | 8,278,092 |
Total minimum lease payments | 22,961,812 |
Less: imputed interest | (8,919,769) |
Present value of lease liabilities | $ 14,042,043 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Dec. 31, 2023 |
CEO | Related Party [Member] | Elusys Therapeutics | |
Related Party Transactions | |
Ownership percentage of outstanding common stock | 1.20% |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Net Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Share | ||
Net loss from continuing operations | $ (41,762,479) | $ (41,375,067) |
Net loss from discontinued operations | (5,070,707) | (2,487,130) |
Net loss | (46,833,186) | (43,862,197) |
Net loss - Non-controlling interest | (1,616,018) | (427,491) |
Net loss attributable to Scorpius Holdings, Inc. | $ (45,217,168) | $ (43,434,706) |
Weighted-average common shares outstanding, basic (in shares) | 26,046,594 | 25,606,326 |
Weighted-average common shares outstanding, diluted (in shares) | 26,046,594 | 25,606,326 |
Net loss per share, basic - continuing operations (in dollars per share) | $ (1.54) | $ (1.60) |
Net loss per share, diluted - continuing operations (in dollars per share) | (1.54) | (1.60) |
Net loss per share, basic - discontinued operations (in dollars per share) | (0.19) | (0.10) |
Net loss per share, diluted - discontinued operations (in dollars per share) | (0.19) | (0.10) |
Net loss per share common share attributable to Scorpius Holdings, Inc., basic | (1.74) | (1.70) |
Net loss per share common share attributable to Scorpius Holdings, Inc., diluted | $ (1.74) | $ (1.70) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Stock Option [Member] | ||
Net Loss Per Share | ||
Potentially dilutive securities | 6,438,931 | 7,036,874 |
Restricted stock subject to forfeiture and restricted stock units | ||
Net Loss Per Share | ||
Potentially dilutive securities | 250,000 | 34,001 |
Common stock warrants | ||
Net Loss Per Share | ||
Potentially dilutive securities | 747,383 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | ||||
Mar. 09, 2024 USD ($) $ / shares shares | Jan. 29, 2024 USD ($) | Jan. 26, 2024 USD ($) D $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Events | |||||
Proceeds from the issuance of common stock | $ 65,624 | $ 59,692 | |||
Subsequent Events | Over-Allotment Option | |||||
Subsequent Events | |||||
Issuance of common stock (in shares) | shares | 10,000,000 | ||||
Average price of common stock | $ / shares | $ 0.15 | ||||
Proceeds from the issuance of common stock | $ 1,300,000 | ||||
Subsequent Events | Kopfkino IP, LLC | Shattuck | Kopfikino - Patent Agreement | |||||
Subsequent Events | |||||
Consideration | $ 1,000,000 | ||||
Deferred revenue | $ 32,500 | ||||
Subsequent Events | Convertible promissory note | |||||
Subsequent Events | |||||
Aggregate amount of notes issued | $ 2,250,000 | ||||
Interest rate percentage on the note | 1% | ||||
Maturity of issuance | 1 year | ||||
Debt instrument conversion price | $ / shares | $ 0.39109 | ||||
Volume weighted average price | 110% | ||||
Debt instrument trading days | D | 7 | ||||
Debt instrument conversion of shares issued upon conversion (in shares) | shares | 5,810,740 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (45,217,168) | $ (43,434,706) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |