Scorpius (SCPX) 10-K 26 Apr 24 2023 FY Annual report Financial data

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