Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 26, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
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 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,664,869 | |
Entity Central Index Key | 0001476963 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | SCPX | |
Security Exchange Name | NYSEAMER | |
Common Stock Purchase Rights | ||
Title of 12(b) Security | Common Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 1,554,844 | $ 184,925 |
Short-term investments | 129,238 | 2,206,555 |
Accounts receivable | 535,028 | 375,192 |
Contingent consideration receivable, related party | 268,000 | |
Prepaid expenses and other current assets | 1,167,571 | 817,029 |
Inventory | 1,446,019 | 909,158 |
Total Current Assets | 4,832,700 | 4,760,859 |
Property and Equipment, net | 16,852,172 | 17,587,337 |
Operating lease right-of-use asset | 5,720,932 | 6,041,439 |
Finance lease right-of-use asset | 19,895,432 | 20,473,742 |
Other assets | 203,135 | 203,135 |
Deposits | 277,737 | 251,115 |
Contingent earn-out receivable, related party | 2,720,000 | 1,720,000 |
Total Assets | 50,502,108 | 51,037,627 |
Current Liabilities | ||
Accounts payable | 4,987,070 | 4,109,947 |
Deferred revenue, current portion | 364,759 | 2,359,441 |
Operating lease liability, current portion | 489,361 | 524,208 |
Finance lease liability, current portion | 902,287 | 904,681 |
Accrued expenses and other liabilities | 3,999,372 | 2,201,861 |
Convertible note payable, related party | 2,081,750 | |
Total Current Liabilities | 12,824,599 | 10,100,138 |
Long Term Liabilities | ||
Deferred revenue, net of current portion | 226,500 | 30,000 |
Operating lease liability, net of current portion | 3,406,122 | 3,597,014 |
Financing lease liability, net of current portion | 8,787,408 | 9,016,140 |
Total Liabilities | 25,244,629 | 22,743,292 |
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 March 31, 2024 and December 31, 2023, respectively | 7,207 | 5,244 |
Additional paid-in capital | 287,251,109 | 285,713,238 |
Accumulated deficit | (258,788,376) | (254,370,827) |
Accumulated other comprehensive income | 129,875 | 48,877 |
Total Stockholders' Equity | 28,599,815 | 31,396,532 |
Non-Controlling Interest | (3,342,336) | (3,102,197) |
Total Stockholders' Equity | 25,257,479 | 28,294,335 |
Total Liabilities and Stockholders' Equity | $ 50,502,108 | $ 51,037,627 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 36,031,964 | 26,219,964 |
Common stock, shares outstanding | 36,031,964 | 26,219,964 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Revenue | $ 3,513,948 | $ 765,900 |
Operating expenses: | ||
Cost of revenues | 938,212 | 611,740 |
Research and development | 3,888,345 | 6,290,755 |
Selling, general and administrative | 5,009,231 | 6,473,694 |
Change in fair value of contingent earn-out receivable, related party | (1,000,000) | (990,500) |
Total operating expenses | 8,835,788 | 13,376,189 |
Operating loss | (5,321,840) | (12,610,289) |
Interest income | 16,918 | 195,993 |
Interest expense | (249,719) | (134,443) |
Unrealized gain on short-term investments | 980 | 89,322 |
Change in fair value of convertible promissory note, related party | (96,000) | |
Other income | 1,077,422 | |
Other expense | (85,449) | (13,583) |
Total non-operating income | 664,152 | 137,289 |
Net loss before income taxes from continuing operations | (4,657,688) | (12,473,000) |
Net loss from continuing operations | (4,657,688) | (12,473,000) |
Net loss from discontinued operations, net of tax benefit | (422,136) | |
Net loss | (4,657,688) | (12,895,136) |
Net loss - non-controlling interest | (240,139) | (110,489) |
Net loss attributable to Scorpius Holdings, Inc. | $ (4,417,549) | $ (12,784,647) |
Weighted-average common shares outstanding, basic (in shares) | 28,180,887 | 25,971,143 |
Weighted-average common shares outstanding, diluted (in shares) | 28,180,887 | 25,971,143 |
Net loss per share, basic - continuing operations (in dollars per share) | $ (0.16) | $ (0.47) |
Net loss per share, diluted - continuing operations (in dollars per share) | (0.16) | (0.47) |
Net loss per share, basic - discontinued operations (in dollars per share) | (0.02) | |
Net loss per share, diluted - discontinued operations (in dollars per share) | (0.02) | |
Net loss per share common share attributable to Scorpius Holdings, Inc., basic | (0.16) | (0.49) |
Net loss per share common share attributable to Scorpius Holdings, Inc., diluted | $ (0.16) | $ (0.49) |
Comprehensive loss | ||
Net loss | $ (4,657,688) | $ (12,895,136) |
Unrealized gain (loss) on foreign currency translation | 80,998 | 31,963 |
Total comprehensive loss | (4,576,690) | (12,863,173) |
Comprehensive loss attributable to non-controlling interest | (240,139) | (110,489) |
Comprehensive loss - Scorpius Holdings, Inc. | $ (4,336,551) | $ (12,752,684) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | APIC | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-Controlling Interest | Total |
Beginning Balance at Dec. 31, 2022 | $ 5,126 | $ 283,019,456 | $ (209,153,659) | $ 51,924 | $ (1,486,179) | $ 72,436,668 |
Issuance of common stock from vesting of restricted stock awards | 79 | (79) | ||||
Issuance of common stock - ESPP | 5 | (5) | ||||
Stock-based compensation | 765,717 | 765,717 | ||||
Other comprehensive income (loss) | 31,963 | 31,963 | ||||
Net loss | (12,784,647) | (110,489) | (12,895,136) | |||
Ending Balance at Mar. 31, 2023 | 5,210 | 283,785,089 | (221,938,306) | 83,887 | (1,596,668) | 60,339,212 |
Beginning Balance at Dec. 31, 2023 | 5,244 | 285,713,238 | (254,370,827) | 48,877 | (3,102,197) | 28,294,335 |
Forfeiture from cancellation of restricted stock | (48) | 48 | ||||
Issuance of common stock - ESPP | 7 | 12,897 | 12,904 | |||
Stock-based compensation | 283,877 | 283,877 | ||||
At-the-market sale | 4 | 8,049 | 8,053 | |||
Issuance of common stock from public offering | 2,000 | 1,233,000 | 1,235,000 | |||
Other comprehensive income (loss) | 80,998 | 80,998 | ||||
Net loss | (4,417,549) | (240,139) | (4,657,688) | |||
Ending Balance at Mar. 31, 2024 | $ 7,207 | $ 287,251,109 | $ (258,788,376) | $ 129,875 | $ (3,342,336) | $ 25,257,479 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (4,657,688) | $ (12,895,136) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,806,375 | 1,425,904 |
Amortization of intangible asset | 363,750 | |
Noncash lease expense | 94,767 | 108,660 |
Stock-based compensation | 283,877 | 765,717 |
Change in fair value of contingent earn-out receivable, related party | (1,000,000) | (990,500) |
Change in fair value of convertible promissory note, related party | 96,000 | |
Unrealized gain on investments | (3,022) | (89,322) |
Noncash interest expense | 102 | |
Increase (decrease) in cash arising from changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (1,160,808) | (16,938) |
Other assets | (3,698,297) | |
Prepaid expenses and other current assets | (351,249) | 82,659 |
Inventory | (536,862) | |
Right-of-use assets | 597,046 | |
Deposits | (26,622) | 16,721 |
Accounts payable | 683,929 | (1,373,185) |
Deferred revenue | (1,798,182) | 453,678 |
Accrued expenses and other liabilities | 1,885,505 | 1,454,412 |
Net Cash Used In Operating Activities | (4,683,878) | (13,794,831) |
Cash Flows from Investing Activities | ||
Purchase of short-term investments | (681,876) | (189,218) |
Sale of short-term investments | 2,762,215 | 15,300,444 |
Sale of intellectual property license | 1,000,000 | |
Purchases of property and equipment | (299,344) | (1,624,931) |
Net Cash Provided by Investing Activities | 2,780,995 | 13,486,295 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of convertible promissory note, related party | 2,250,000 | |
Proceeds from sale of common stock | 1,500,000 | |
Proceeds from sale of common stock via S-3 offering | 8,403 | |
Proceeds from issuance of common stock under ESPP | 12,904 | |
Stock issuance costs | (265,350) | |
Repayments of principal under finance lease | (231,126) | (298,523) |
Net Cash Provided by (Used In) Financing Activities | 3,274,831 | (298,523) |
Effect of exchange rate changes on cash and cash equivalents | (2,029) | (706) |
Net Increase (Decrease) in Cash and Cash Equivalents | 1,369,919 | (607,765) |
Cash and Cash Equivalents - Beginning of the Period | 184,925 | 8,434,554 |
Cash and Cash Equivalents - End of the Period | 1,554,844 | 7,826,789 |
Supplemental Disclosure for Cash Flow Information: | ||
Right-of-use assets surrendered upon financing lease modifications | $ (424,379) | |
Right-of-use assets surrendered upon operating lease modifications | (105,237) | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable | 202,988 | |
Reconciliation of cash and cash equivalents at March 31, 2024 and 2023 | ||
Cash and cash equivalents of continuing operations | $ 1,554,844 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation Effective February 6, 2024, NightHawk Biosciences, Inc. changed its name to Scorpius Holdings, Inc. (the “Company” or “Scorpius”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2024. The consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The balance sheet as of December 31, 2023 is derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 26, 2024 (the “2023 Annual Report”). The accompanying unaudited consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 include the accounts of Scorpius Holdings, Inc. and its subsidiaries, Pelican Therapeutics, Inc. (“Pelican”), Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, Heat Biologics Australia Pty Ltd., Zolovax, Inc., Skunkworx Bio, Inc. (formerly known as Delphi Therapeutics, Inc.), Scorpius Biomanufacturing, Inc. (“Scorpius”) (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., 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 income in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At March 31, 2024 and December 31, 2023, the Company held an 85% controlling interest in Pelican and a 94% controlling interest in Scorpius. The Company accounts for its less than 100% interest in accordance with U.S. 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” on its consolidated statements of operations and comprehensive loss. Unless otherwise noted, amounts and disclosure throughout the Notes to the consolidated financial statements are related to the Company’s continuing operations. Going Concern Uncertainty The Company has an accumulated deficit of approximately $258.8 million as of March 31, 2024 and a net loss before income taxes from continuing operations of approximately $4.7 million for the three months ended March 31, 2024 and has not generated significant revenue or positive cash flows from operations. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, which is now its main focus. 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 would be forced to delay, reduce or eliminate its 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, debt financings, equipment sales leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. On May 16, 2024, the Company closed on a public offering and raised net proceeds of $5.3 million in its public offering. As of May 17, 2024, the Company had approximately $5.6 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. As a result of these circumstances, 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 interim 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. 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, contingent earn-out receivable, related party, 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. 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. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed the operations and managed the business as one segment. Contingent Earn-Out Receivable, Related Party Contingent earn-out receivable, related party is recorded as an asset and represents the estimate of fair value of royalty earnout payments related to consideration from the divestiture of Elusys Therapeutics, Inc. Contingent earn-out receivable, related party is measured at fair value using a probability-weighted income approach utilizing significant unobservable inputs including the probability of achieving each of the potential milestone and royalty payments and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated asset. The contingent earn-out receivable, related party is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. 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 the Company’s investments in additions and improvements to its 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. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“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 expensed 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 the Company’s consolidated statements of operations and comprehensive loss. 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 the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, not to receive financing from the Company’s 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 Grant revenue The Company recognized revenue from a grant related to the Cancer Prevention and Research Institute of Texas (“CPRIT”) contract, which was 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 advanced 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 were reflected in deferred revenue as a liability until revenue was earned. Grant revenue was recognized when qualifying costs are incurred. When grant funds were received after costs had been incurred, the Company recorded revenue and a corresponding grants receivable until grant funds were 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 $0.05 million 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 $0.1 million from Shattuck due to completion of a Phase 1A monotherapy dose escalation clinical trial of SL-172154. 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 by measuring inputs to date relative to total estimated inputs needed to satisfy the performance obligation. Under a process development contract, the customer owns the product details and process, which has no alternative use. These process development projects are customized to each customer to meet its specifications and typically include only one performance obligation. Each process represents a distinct service that is sold separately and has stand-alone value to the customer. The customer also retains control of its product as the product is being created or enhanced by the Company’s 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 the Company’s 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 also considered the different sources of variable consideration including, but not limited to, discounts, credits, refunds, price concessions or other similar items. The Company has included 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. Deferred Revenue Deferred revenue is comprised of an exclusive license agreement with Shattuck and process development customer deposits received in advance of the Company’s fulfillment of performance obligations. 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 March 31, 2024, there was $0.6 million of deferred revenue related to process development. Convertible Promissory Note, Related Party The Company accounts for its convertible promissory note, related party under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note, related party. Using fair value option, the convertible promissory note, related party is required to be recorded at its initial fair value on the date of issuance, and remeasured at each balance sheet date thereafter. Changes in the estimated fair value of the convertible note, related party are recognized as a change in the fair value of the convertible promissory note, related in the statements of operations and comprehensive income. Accounts Receivable Accounts receivable are primarily comprised of amounts owed to the Company for services and sales provided under the Company’s 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 the Company’s receivables and we estimate an allowance for credit losses based on various factors, such as the aging of the Company’s receivables, historical experience, and the financial condition of its 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. Inventory Inventory consists of raw materials inventory and is valued at the lower of cost, determined by the first-in, first-out method, or net realizable value. The Company periodically reviews raw materials inventory for potential impairment, and if deemed necessary, adjusts inventory to its net realizable value based on the estimate of future use and reduce the carrying value of inventory. No impairment expense was recognized for the three months ended March 31, 2024, or 2023. Income Taxes 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 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. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. Other Assets The balance consists of $0.2 million of land option agreements related to the location for a potential Kansas commercial CDMO facility. Other Income On January 29, 2024, the Company the Company entered into a Patent Rights Sale and Assignment Agreement with Kopfkino IP, LLC (“Patent Agreement”). Pursuant to the Patent Agreement, in exchange for $1.0 million, the Company assigned its right, title and interest in and under the exclusive license agreement it entered into with Shattuck. The $1.0 million payment was received and recorded other income in the first quarter of 2024. Discontinued Operations In accordance with ASC Subtopic 205-20, Presentation of Financial Statements Impact of Recently Adopted Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 the Company’s 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 The Company has separately reported the financial results of Elusys as discontinued operations in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31,2023. Assets and liabilities The Company determined that the disposal group represents a strategic shift that will have a major effect on the Company's operations and financial results, and has therefore reflected the Elusys Therapeutics business as a discontinued operation for all periods presented. Details of the loss from discontinued operations included in the Company’s consolidated statement of operations are as follows: Three Months Ended March 31, 2023 Operating expenses: Research and development 705,093 Selling, general and administrative 346,857 Amortization of intangible assets 363,750 Change in fair value of contingent consideration (990,500) Total operating expenses 425,200 Loss from operations (425,200) Other income (3,064) Total non-operating gain (3,064) Net loss from discontinued operations before income taxes (422,136) Income tax expense — Net loss from discontinued operations $ (422,136) 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 quarter ended March 31, 2023 are comprised of the following: Three Months Ended March 31, 2023 Total net cash provided by operating activities from discontinued operations $ 1,485,164 Total net cash used in investing activities from discontinued operations $ (249,633) Total net cash used in financing activities from discontinued operations $ (950,400) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Acquisitions | |
Acquisitions | 3 . Acquisitions 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 the Company 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. Elusys Therapeutics On April 18, 2022 (“Closing Date”), the Company closed on the acquisition of Elusys Therapeutics. The Company acquired Elusys to expand its role in the biodefense space, complementing its focus to target emerging biological threats. The fair value of the purchase consideration was approximately $42.9 million. The purchase price was 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 goodwill recorded for this transaction was valued at $3.9 million and is deductible for tax purposes over 15 years. The Company initially expected to leverage the capabilities of its planned Scorpius biomanufacturing facility in Manhattan, Kansas, to manufacture Elusys’s 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 was unable to manufacture the Elusys’ therapies internally. In addition, the Company has 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 had been required to place contract with third parties for the manufacture of the Elusys’ therapies. On December 27, 2023, the Company completed the sale of all of its assets and equity interests in Elusys Therapeutics to Elusys Holdings, a company controlled by the Company’s Chairman, Chief Executive Officer, and President, Jeffrey Wolf for approximately $2.5 million before working capital, escrow adjustments and transaction expenses. Net of contractual payments paid to the previous shareholders of Elusys subsequent to the Closing Date, the Company generated a gain of approximately $1.5 million on the sale. See Note 2-Discontinued Operations and Note 15-Commitments and Contingencies. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments 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 March 31, 2024 and December 31, 2023, the fair values of cash and cash equivalents, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Company’s short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the quarters ended March 31, 2024 or 2023. The fair value of financial instruments measured on a recurring basis is as follows: As of March 31, 2024 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 129,238 $ 129,238 $ — $ — Contingent earn-out receivable, related party $ 2,720,000 $ — $ — $ 2,720,000 Liability: Convertible promissory note, related party $ 2,081,750 $ — $ — $ 2,081,750 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 The following tables summarize the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2024 and 2023: Contingent Contingent Earn-out Convertible Consideration Receivable, Promissory Note, Receivable, Related Party Related Party Related Party Balance at December 31, 2023 $ 268,000 $ 1,720,000 $ — Issuance of convertible promissory note, related party (268,000) — 1,982,000 Accrued interest — — 3,750 Change in fair value — 1,000,000 96,000 Balance at March 31, 2024 $ — $ 2,720,000 $ 2,081,750 Contingent Consideration Balance at December 31, 2022 $ 12,224,614 Change in fair value (990,500) Balance at March 31, 2023 $ 11,234,114 As of March 31, 2024, the change in the fair value of the contingent earn-out receivable, related party of $1.0 million was primarily due to an increase in the expected value from a new contract received by Elusys Therapeutics. Separately, the increase of $0.1 million in the fair value of the convertible promissory note, related party was due to a moderate change in the spread between the market interest rate and the stated interest rate of 1%. As of March 31, 2023, the $1.0 million decrease in the fair value of contingent consideration was primarily due to the change in timing and amount of the contract deferred consideration associated with the divestiture of Elusys Therapeutics. Adjustments associated with the change in fair value of contingent earn-out, related party, convertible promissory note, related party, and contingent consideration are included in the Company’s consolidated statements 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 as of March 31, 2024 and December 31, 2023: As of March 31, 2024 Valuation Significant Weighted Average Methodology Unobservable Input (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 $ 153.2 million Minimum earn-out payment 3% or $5 million Earn-out through December 31, 2028 Convertible promissory note, related party Discounted cash flow analysis Maturity term 1.4 years Market interest rate 13.8% Principal amount $ 2.25 million As of December 31, 2023 Valuation Significant Weighted Average Methodology Unobservable Input (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 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 Minumum earn-out payment 3% or $5.0 million Earn-out term though December 31, 2028 |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Investments. | |
Short-Term Investments | 5. Short-Term Investments Short-term investments consist of equity securities. The Company holds its securities at fair value as of March 31, 2024 and December 31, 2023. Unrealized gains and losses on securities are reported in the other expense line item in the statements of operations and comprehensive loss. Short-term investments at March 31, 2024 and December 31, 2023 consisted of mutual funds with fair values of $0.1 million and $2.2 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses And Other Current Assets. | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: March 31, December 31, 2024 2023 Prepaid manufacturing expense $ 111,205 $ 102,761 Contract assets 100,497 120,184 Other prepaid expenses and current assets 790,263 476,233 Prepaid insurance 147,145 96,588 Prepaid preclinical and clinical expenses 18,461 21,263 $ 1,167,571 $ 817,029 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property and Equipment | 7. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the shorter of their estimated useful lives or remaining lease term, ranging generally from three Property and equipment consist of the following: March 31, December 31, 2024 2023 Lab equipment $ 21,276,431 $ 21,203,534 Leasehold improvements 2,827,289 2,827,289 Computers 850,211 850,211 Furniture and fixtures 277,882 277,882 Construction-in-process 429,418 9,414 Total 25,661,231 25,168,330 Accumulated depreciation (8,809,059) (7,580,993) Property and equipment, net $ 16,852,172 $ 17,587,337 Depreciation expense was $1.2 million for the three months ended March 31, 2024, and $1.1 million for the three months ended March 31, 2023. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 8. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following: March 31, December 31, 2024 2023 Accrued marketing expenses $ 999,997 $ 1,013,497 Other expenses 284,613 313,254 Accrued preclinical and clinical trial expenses 371,629 405,792 Compensation and related benefits 492,297 332,641 Accrued manufacturing expenses 11,687 97,877 Advance payments received from customers for manufacturing materials 1,839,149 — Accrued franchise tax — 38,800 $ 3,999,372 $ 2,201,861 |
Convertible Promissory Note, Re
Convertible Promissory Note, Related Party | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Promissory Note, Related Party | |
Convertible Promissory Note, Related Party | 9. Convertible Promissory Note, Related Party Elusys Holdings also, as a post-closing covenant, on January 26, 2024 purchased from us 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 our common stock upon such conversion. As of December 31, 2023, the fair value of this contingent consideration receivable, related party is $0.3 million. The Note bears interest at a rate of 1% per annum, mature on the one-year anniversary of its issuance and convert into shares of our common stock at the option of 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 equal to $0.39109 (which was 110% of the volume weighted average price (VWAP) of our common stock for the seven trading days prior to December 11, 2023). Based upon a conversion price of $0.39109, which is 110% of the VWAP of our common stock for the seven trading days prior to December 11, 2023, upon conversion of the Note (exclusive of interest), Elusys Holdings would be issued 5,810,740 shares of our common stock upon conversion of the Note. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders’ Equity Common Stock Offering On March 9, 2024, we closed the offering contemplated by the Underwriting Agreement that the Company entered into on March 7, 2024 (the “Agreement”) with ThinkEquity, LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company issued and sold 10,000,000 shares of our Common Stock at a price of $0.15 per share for net proceeds of $1,235,000 . Common Stock Warrants As of March 31, 2024 and December 31, 2023, the Company had no outstanding warrants. The following table summarizes the activity of the Company’s common stock warrants for the three months ended March 31, 2023. Common Stock Warrants Outstanding, December 31, 2022 747,383 Expired (31,000) Outstanding, March 31, 2023 716,383 Equity Compensation Plans The Company maintains various equity compensation plans (“Plans”) with substantially similar provisions under which it may award employees, directors and consultants 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 plans. Accounting for Stock-Based Compensation: Stock Compensation Expense Stock Options Fair Value Determination Stock Option Activity – The following is a summary of the stock option activity for the three months ended March 31, 2024: Weighted Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares Price Value Contractual Life Stock options outstanding at December 31, 2023 6,438,931 $ 3.63 $ 9,052 Expired (193,308) 4.79 Forfeited (35,006) 2.13 Stock options outstanding and expected to vest at March 31, 2024 6,210,617 $ 3.60 $ 3,158 8.0 Years Stock options exercisable at March 31, 2024 4,636,176 $ 4.37 $ 3,158 7.7 Years Unrecognized compensation expense related to unvested stock options was $1.7 million as of March 31, 2024, which is expected to be recognized over a weighted-average period of 0.9 years and will be adjusted for forfeitures as they occur. Restricted Stock The following is a summary of restricted stock unit activity for the three months ended March 31, 2023: Weighted Average Shares Fair Value Restricted stock at December 31, 2022 34,001 $ 3.22 Vested (34,001) 3.22 Restricted stock at March 31, 2023 — $ — Restricted Stock Units - Under the Plans, the Company may issue time-based Restricted Stock Units (“RSUs”). RSUs are not actual shares, but rather a right to receive shares in the future. The shares are not issued and the employee cannot sell or transfer shares prior to vesting and has no voting rights until the RSUs vest. The employees' time-based RSUs vest pro-rata over 36 months . The grant date fair value of the RSUs is equal to the closing market price of the Company’s common stock on the grant date. The Company recognizes the grant date fair value of RSUs the Company expects to issue as compensation expense ratably over the requisite service period. The following is a summary of restricted stock unit activity for the three months ended March 31, 2024: Weighted Average Shares Fair Value RSUs at December 31, 2023 250,000 $ 1.18 Vested (10,000) 1.18 Cancelled (240,000) 1.18 RSUs at March 31, 2024 — $ — There was no restricted stock unit activity for the three months ended March 31, 2023. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Revenue | 11. Revenue Grant revenue There was grant revenue associated with National Institutes of Health of $8,000 during the three months ended March 31, 2024. No grant revenue was earned for the three months ended March 31, 2023. Process development revenue During the three months ended March 31, 2024 and 2023, the Company recognized $3.5 million and $0.7 million in process development revenue. All process development revenue was primarily derived from two customers who each represented over 10% of the total recognized revenue. These revenues were derived from the contract liability which was recorded in the prior period as deferred revenue. The following table presents changes in contract liabilities for the three months ended March 31, 2024 and 2023: Contract liabilities Balance at December 31, 2023 $ (2,389,441) Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied 3,508,113 Net change to contract balance recognized since beginning of period due to amounts collected (1,709,931) Balance at March 31, 2024 $ (591,259) Contract liabilities 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 665,900 Net change to contract balance recognized since beginning of period due to amounts collected (1,119,578) Balance at March 31, 2023 $ (2,071,986) 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 the Company’s fulfillment of performance obligations. Contract liabilities convert to revenue as the Company performs its obligations under the contract. The opening and closing balances of the Company’s accounts receivables are as follows: Opening on January 1, 2023 $ 81,456 Closing on December 31, 2023 $ 375,192 Closing on March 31, 2024 $ 535,028 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share | |
Net Loss Per Share | 12. 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, warrants, and unvested restricted stock that are computed using the treasury stock method. For the three months ended March 31, 2024 and 2023, 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 calculation. The following table reconciles net loss to net loss attributable to Scorpius Holdings, Inc.: For the Three Months Ended March 31, 2024 2023 Net loss from continuing operations $ (4,657,688) $ (12,473,000) Net loss from discontinued operations — (422,136) Net loss (4,657,688) (12,895,136) Net loss-non-controlling interest (240,139) (110,489) Net loss attributable to Scorpius Holdings, Inc. $ (4,417,549) $ (12,784,647) Weighted-average common shares outstanding, basic and diluted 28,180,887 25,971,143 Net loss per share, basic and diluted - continuing operations $ (0.16) $ (0.47) Net loss per share, basic and diluted - discontinued operations — (0.02) Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted $ (0.16) $ (0.49) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share during the three months ended March 31, 2024 and 2023 due to their anti-dilutive effect: 2024 2023 Outstanding stock options 6,210,617 6,913,049 Restricted stock subject to forfeiture and restricted stock units — 340,000 Outstanding common stock warrants — 716,383 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax | |
Income Tax | 13. Income Tax Income taxes have been computed using the asset and liability method in accordance with ASC 740 “Income Taxes”. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2024. The Company’s effective tax rate for the three months ended March 31, 2024, and 2023 was 0% and 0%, respectively. The Company incurred losses for the three month period ended March 31, 2024 and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2024. Due to the Company’s history of losses, there is not sufficient evidence to record a net deferred tax asset associated with the U.S., Australian, and German operations. Accordingly, a full valuation allowance has been recorded related to the net deferred tax assets in those jurisdictions. At March 31, 2024, the Company had no |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | 14. Leases The Company accounts for its leases under ASC 842, Leases The Company conducts its operations from leased facilities in Morrisville, North Carolina; San Antonio, Texas; and North Brunswick, New Jersey. The North Carolina lease will expire in 2030, the Texas lease will expire in 2038, and 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 the 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. The Company 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 Biomanufacturing, Inc. 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 Biomanufacturing, Inc. into the building may qualify and share tax credits under the New Market Tax Credit (“NMTC”) program. Scorpius Biomanufacturing, Inc. 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 March 31, 2024, Scorpius Biomanufacturing, Inc. has reimbursed Merchants Ice II, LLC $24.3 million. There were no additional reimbursements during the three months ended March 31, 2024. Based on ASC 842, the Company has capitalized $13.2 million of the reimbursements as lab equipment, expensed $0.9 million as supplies and facilities, and $10.2 million has been included in the finance lease right-of-use asset. In 2023, additional NMTC tax credit payments totaling $3.1 million were received which resulted in a lease modification. The ROU asset and liability were adjusted to reflect the impacts of the modification. The lease has a term of fifteen years following the commencement date and provides Scorpius the option to extend the lease term for one fifteen-year term, and one subsequent ten-year term upon expiration of the first extended term. These options to extend were not included in the ROU asset and lease liability. It is subject to fixed rate escalation increases and also provides up to $2.4 million for tenant improvements. Scorpius, upon commencement, recorded a finance lease right-of-use asset of $15.1 million and lease liability of $5.1 million for this lease in the accompanying consolidated balance sheets. In December 2022, Scorpius Biomanufacturing, Inc. entered into a lease agreement with TPB Merchants Ice, LLC to lease an 8,042 square foot facility in San Antonio, TX for additional general office, laboratory, research, analytical, and/or biomanufacturing purposes. The lease has a term of fifteen years following the commencement date and provides Scorpius the option to extend the lease term for one fifteen-year term, and one subsequent ten-year term upon expiration of the first extended term. It is subject to fixed rate escalation increases and provides up to $6.5 million for tenant improvements. Scorpius paid the lessor $5.4 million in prepaid rent which rolled-up into the right-of-use asset upon lease commencement. The lease commenced on May 2, 2023. Scorpius Biomanufacturing, Inc. recorded a right-of-use asset of $7.8 million and a lease liability of $2.3 million for this lease in the accompanying consolidated balance sheets. In December 2023, Scorpius Biomanufacturing, Inc. 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 provides 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 three months ended March 31, 2024 was $0.2 million and is included within cash flows from operating activities within the consolidated statement 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 three months ended March 31, 2024, there were no new additional finance equipment leases commenced and no right-of-use assets of were recorded, and no modifications to finance equipment leases were obtained. The Company’s lease cost is reflected in the accompanying statements of operations and comprehensive loss within general and administrative and research and development as follows: For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Operating lease cost $ 332,675 $ 334,541 Finance lease cost Amortization of lease assets 578,310 350,071 Interest on lease liabilities 245,970 134,443 Total finance lease cost $ 824,280 $ 484,514 The weighted average remaining lease term and incremental borrowing rate as of March 31, 2024 and 2023 were as follows: For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Weighted average remaining lease term Operating leases 6.2 years 7.1 years Finance leases 11.2 years 13.3 years Weighted average incremental borrowing rate Operating leases 9.67 % 9.38 % Finance leases 10.11 % 9.65 % Maturities of operating and finance lease liabilities as of March 31, 2024 were as follows: Operating Leases Finance Leases Total 2024 (excluding the three months ended March 31, 2024) $ 645,209 1,377,009 $ 2,022,218 2025 801,601 1,765,385 2,566,986 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 536,933 1,062,262 1,599,195 Thereafter — 8,278,092 8,278,092 Total minimum lease payments 5,203,713 16,956,755 22,160,468 Less: imputed interest (1,308,230) (7,267,060) (8,575,290) Present value of lease liabilities $ 3,895,483 $ 9,689,695 $ 13,585,178 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. 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. 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 Transaction. 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, related party in the aggregate amount of $2,250,000 (the “Note”), the conversion of which was 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, originally matured on the one-year anniversary of its issuance and originally converted 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. In May 2024, the Note was exchanged for an amended and restated Note (the “Restated Note”). The Restated Note has a maturity date of September 1, 2025, will convert 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 Restated Note is obtained prior to the maturity date and any required approval of the NYSE American LLC of such share issuance is obtained. The original conversion price of the Note was 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 which was $0.39109 . Notwithstanding the foregoing, pursuant to revised Section 2(b) of the Restated Note, if the Company consummates a public financing, subject to certain exceptions, within sixty days of May 1, 2024, and if approved by the stockholders and the NYSE American LLC, the conversion price shall be adjusted to be 110% of the per share purchase price of the common stock in such public financing. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events. | |
Subsequent Events | 16. Subsequent Events On May 16, 2024, we consummated a public offering (the “Offering”) of 29,820,000 units (the “Units”) and 30,180,000 pre-funded units (“Pre-Funded Units”) for a purchase price of $0.10 per Unit and for a purchase price of $0.0998 per Pre-Funded Unit (inclusive of the pre-funded warrant exercise price), resulting in aggregate gross proceeds of approximately $6.0 million, before deducting underwriting discounts and other offering expenses. Each Unit consists of (i) one share (the “Shares”) of common stock and (ii) one warrant (the “Common Warrants”) to purchase one share of common stock (the “Common Warrant Shares”), at an exercise price of $0.12 per share ( 120% of the offering price per Unit). Each Pre-Funded Unit consists of (i) one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock (the “Pre-Funded Warrant Shares”), and (ii) one Common Warrant. The Pre-Funded Warrants are immediately exercisable for one share of common stock at an exercise price of $0.0002 per share and will remain exercisable until exercised in full. The Common Warrants will be immediately exercisable for one share of common stock upon issuance for a period of five years following the date of issuance. non-convertible promissory note, related party due July 1, 2024 in the principal amount of $750,000 that we issued to Elusys Holdings Inc., a Delaware corporation (“Buyer”), which is a company controlled by our Chairman, Chief Executive Officer and President, Jeffrey Wolf |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Effective February 6, 2024, NightHawk Biosciences, Inc. changed its name to Scorpius Holdings, Inc. (the “Company” or “Scorpius”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2024. The consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The balance sheet as of December 31, 2023 is derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 26, 2024 (the “2023 Annual Report”). The accompanying unaudited consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 include the accounts of Scorpius Holdings, Inc. and its subsidiaries, Pelican Therapeutics, Inc. (“Pelican”), Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, Heat Biologics Australia Pty Ltd., Zolovax, Inc., Skunkworx Bio, Inc. (formerly known as Delphi Therapeutics, Inc.), Scorpius Biomanufacturing, Inc. (“Scorpius”) (formerly Scorpion Biological Services, Inc), Blackhawk Bio, Inc., 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 income in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At March 31, 2024 and December 31, 2023, the Company held an 85% controlling interest in Pelican and a 94% controlling interest in Scorpius. The Company accounts for its less than 100% interest in accordance with U.S. 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” on its consolidated statements of operations and comprehensive loss. Unless otherwise noted, amounts and disclosure throughout the Notes to the consolidated financial statements are related to the Company’s continuing operations. |
Going Concern Uncertainty | Going Concern Uncertainty The Company has an accumulated deficit of approximately $258.8 million as of March 31, 2024 and a net loss before income taxes from continuing operations of approximately $4.7 million for the three months ended March 31, 2024 and has not generated significant revenue or positive cash flows from operations. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, which is now its main focus. 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 would be forced to delay, reduce or eliminate its 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, debt financings, equipment sales leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. On May 16, 2024, the Company closed on a public offering and raised net proceeds of $5.3 million in its public offering. As of May 17, 2024, the Company had approximately $5.6 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. As a result of these circumstances, 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 interim 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. |
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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, contingent earn-out receivable, related party, 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. |
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. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed the operations and managed the business as one segment. |
Contingent Earn-Out Receivable, Related Party | Contingent Earn-Out Receivable, Related Party Contingent earn-out receivable, related party is recorded as an asset and represents the estimate of fair value of royalty earnout payments related to consideration from the divestiture of Elusys Therapeutics, Inc. Contingent earn-out receivable, related party is measured at fair value using a probability-weighted income approach utilizing significant unobservable inputs including the probability of achieving each of the potential milestone and royalty payments and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated asset. The contingent earn-out receivable, related party is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. |
Cost of Revenues and Selling, General and Administrative expenses | 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 the Company’s investments in additions and improvements to its 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“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 expensed 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 the Company’s consolidated statements of operations and comprehensive loss. 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 the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, not to receive financing from the Company’s 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 Grant revenue The Company recognized revenue from a grant related to the Cancer Prevention and Research Institute of Texas (“CPRIT”) contract, which was 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 advanced 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 were reflected in deferred revenue as a liability until revenue was earned. Grant revenue was recognized when qualifying costs are incurred. When grant funds were received after costs had been incurred, the Company recorded revenue and a corresponding grants receivable until grant funds were 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 $0.05 million 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 $0.1 million from Shattuck due to completion of a Phase 1A monotherapy dose escalation clinical trial of SL-172154. 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 by measuring inputs to date relative to total estimated inputs needed to satisfy the performance obligation. Under a process development contract, the customer owns the product details and process, which has no alternative use. These process development projects are customized to each customer to meet its specifications and typically include only one performance obligation. Each process represents a distinct service that is sold separately and has stand-alone value to the customer. The customer also retains control of its product as the product is being created or enhanced by the Company’s 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 the Company’s 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 also considered the different sources of variable consideration including, but not limited to, discounts, credits, refunds, price concessions or other similar items. The Company has included 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. |
Deferred Revenue | Deferred Revenue Deferred revenue is comprised of an exclusive license agreement with Shattuck and process development customer deposits received in advance of the Company’s fulfillment of performance obligations. 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 March 31, 2024, there was $0.6 million of deferred revenue related to process development. |
Convertible Promissory Note, Related Party | Convertible Promissory Note, Related Party The Company accounts for its convertible promissory note, related party under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note, related party. Using fair value option, the convertible promissory note, related party is required to be recorded at its initial fair value on the date of issuance, and remeasured at each balance sheet date thereafter. Changes in the estimated fair value of the convertible note, related party are recognized as a change in the fair value of the convertible promissory note, related in the statements of operations and comprehensive income. |
Accounts Receivable | Accounts Receivable Accounts receivable are primarily comprised of amounts owed to the Company for services and sales provided under the Company’s 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 the Company’s receivables and we estimate an allowance for credit losses based on various factors, such as the aging of the Company’s receivables, historical experience, and the financial condition of its 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. |
Inventory | Inventory Inventory consists of raw materials inventory and is valued at the lower of cost, determined by the first-in, first-out method, or net realizable value. The Company periodically reviews raw materials inventory for potential impairment, and if deemed necessary, adjusts inventory to its net realizable value based on the estimate of future use and reduce the carrying value of inventory. No impairment expense was recognized for the three months ended March 31, 2024, or 2023. |
Income Taxes | Income Taxes 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 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. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. |
Other Assets | Other Assets The balance consists of $0.2 million of land option agreements related to the location for a potential Kansas commercial CDMO facility. |
Other Income | Other Income On January 29, 2024, the Company the Company entered into a Patent Rights Sale and Assignment Agreement with Kopfkino IP, LLC (“Patent Agreement”). Pursuant to the Patent Agreement, in exchange for $1.0 million, the Company assigned its right, title and interest in and under the exclusive license agreement it entered into with Shattuck. The $1.0 million payment was received and recorded other income in the first quarter of 2024. |
Discontinued Operations | Discontinued Operations In accordance with ASC Subtopic 205-20, Presentation of Financial Statements |
Impact of Recently Adopted Accounting Standards | Impact of Recently Adopted Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations | |
Schedule of Assets, liabilities and operations classified as held for sale | Three Months Ended March 31, 2023 Operating expenses: Research and development 705,093 Selling, general and administrative 346,857 Amortization of intangible assets 363,750 Change in fair value of contingent consideration (990,500) Total operating expenses 425,200 Loss from operations (425,200) Other income (3,064) Total non-operating gain (3,064) Net loss from discontinued operations before income taxes (422,136) Income tax expense — Net loss from discontinued operations $ (422,136) |
Schedule of investing and financing cash flows of discontinued operations | Three Months Ended March 31, 2023 Total net cash provided by operating activities from discontinued operations $ 1,485,164 Total net cash used in investing activities from discontinued operations $ (249,633) Total net cash used in financing activities from discontinued operations $ (950,400) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value of Financial Instruments | |
Schedule of fair value of financial instruments measured on a recurring basis | As of March 31, 2024 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 129,238 $ 129,238 $ — $ — Contingent earn-out receivable, related party $ 2,720,000 $ — $ — $ 2,720,000 Liability: Convertible promissory note, related party $ 2,081,750 $ — $ — $ 2,081,750 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 |
Schedule of change in fair value, as determined by Level 3 inputs, for assets and liabilities using unobservable Level 3 inputs | Contingent Contingent Earn-out Convertible Consideration Receivable, Promissory Note, Receivable, Related Party Related Party Related Party Balance at December 31, 2023 $ 268,000 $ 1,720,000 $ — Issuance of convertible promissory note, related party (268,000) — 1,982,000 Accrued interest — — 3,750 Change in fair value — 1,000,000 96,000 Balance at March 31, 2024 $ — $ 2,720,000 $ 2,081,750 Contingent Consideration Balance at December 31, 2022 $ 12,224,614 Change in fair value (990,500) Balance at March 31, 2023 $ 11,234,114 |
Schedule of fair value inputs and valuation methodologies | As of March 31, 2024 Valuation Significant Weighted Average Methodology Unobservable Input (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 $ 153.2 million Minimum earn-out payment 3% or $5 million Earn-out through December 31, 2028 Convertible promissory note, related party Discounted cash flow analysis Maturity term 1.4 years Market interest rate 13.8% Principal amount $ 2.25 million As of December 31, 2023 Valuation Significant Weighted Average Methodology Unobservable Input (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 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 Minumum earn-out payment 3% or $5.0 million Earn-out term though December 31, 2028 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses And Other Current Assets. | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2024 2023 Prepaid manufacturing expense $ 111,205 $ 102,761 Contract assets 100,497 120,184 Other prepaid expenses and current assets 790,263 476,233 Prepaid insurance 147,145 96,588 Prepaid preclinical and clinical expenses 18,461 21,263 $ 1,167,571 $ 817,029 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Schedule of property and equipment | March 31, December 31, 2024 2023 Lab equipment $ 21,276,431 $ 21,203,534 Leasehold improvements 2,827,289 2,827,289 Computers 850,211 850,211 Furniture and fixtures 277,882 277,882 Construction-in-process 429,418 9,414 Total 25,661,231 25,168,330 Accumulated depreciation (8,809,059) (7,580,993) Property and equipment, net $ 16,852,172 $ 17,587,337 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | March 31, December 31, 2024 2023 Accrued marketing expenses $ 999,997 $ 1,013,497 Other expenses 284,613 313,254 Accrued preclinical and clinical trial expenses 371,629 405,792 Compensation and related benefits 492,297 332,641 Accrued manufacturing expenses 11,687 97,877 Advance payments received from customers for manufacturing materials 1,839,149 — Accrued franchise tax — 38,800 $ 3,999,372 $ 2,201,861 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity | |
Schedule of common stock warrants outstanding | Common Stock Warrants Outstanding, December 31, 2022 747,383 Expired (31,000) Outstanding, March 31, 2023 716,383 |
Schedule of stock option activity | Weighted Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares Price Value Contractual Life Stock options outstanding at December 31, 2023 6,438,931 $ 3.63 $ 9,052 Expired (193,308) 4.79 Forfeited (35,006) 2.13 Stock options outstanding and expected to vest at March 31, 2024 6,210,617 $ 3.60 $ 3,158 8.0 Years Stock options exercisable at March 31, 2024 4,636,176 $ 4.37 $ 3,158 7.7 Years |
Schedule of restricted stock activity | Weighted Average Shares Fair Value Restricted stock at December 31, 2022 34,001 $ 3.22 Vested (34,001) 3.22 Restricted stock at March 31, 2023 — $ — |
Schedule of RSU activity | Weighted Average Shares Fair Value RSUs at December 31, 2023 250,000 $ 1.18 Vested (10,000) 1.18 Cancelled (240,000) 1.18 RSUs at March 31, 2024 — $ — |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Schedule of changes in contract liabilities | Contract liabilities Balance at December 31, 2023 $ (2,389,441) Changes to the beginning balance arising from: Reclassification to revenue as the result of performance obligations satisfied 3,508,113 Net change to contract balance recognized since beginning of period due to amounts collected (1,709,931) Balance at March 31, 2024 $ (591,259) Contract liabilities 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 665,900 Net change to contract balance recognized since beginning of period due to amounts collected (1,119,578) Balance at March 31, 2023 $ (2,071,986) |
Schedule of opening and closing balances of the Company's accounts receivables | Opening on January 1, 2023 $ 81,456 Closing on December 31, 2023 $ 375,192 Closing on March 31, 2024 $ 535,028 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share | |
Schedule of reconciliation of net loss | For the Three Months Ended March 31, 2024 2023 Net loss from continuing operations $ (4,657,688) $ (12,473,000) Net loss from discontinued operations — (422,136) Net loss (4,657,688) (12,895,136) Net loss-non-controlling interest (240,139) (110,489) Net loss attributable to Scorpius Holdings, Inc. $ (4,417,549) $ (12,784,647) Weighted-average common shares outstanding, basic and diluted 28,180,887 25,971,143 Net loss per share, basic and diluted - continuing operations $ (0.16) $ (0.47) Net loss per share, basic and diluted - discontinued operations — (0.02) Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted $ (0.16) $ (0.49) |
Schedule of potentially dilutive securities | 2024 2023 Outstanding stock options 6,210,617 6,913,049 Restricted stock subject to forfeiture and restricted stock units — 340,000 Outstanding common stock warrants — 716,383 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of lease cost | For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Operating lease cost $ 332,675 $ 334,541 Finance lease cost Amortization of lease assets 578,310 350,071 Interest on lease liabilities 245,970 134,443 Total finance lease cost $ 824,280 $ 484,514 |
Schedule of weighted average remaining lease term and incremental borrowing rate | For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Weighted average remaining lease term Operating leases 6.2 years 7.1 years Finance leases 11.2 years 13.3 years Weighted average incremental borrowing rate Operating leases 9.67 % 9.38 % Finance leases 10.11 % 9.65 % |
Schedule of maturities of operating and finance lease liabilities | Operating Leases Finance Leases Total 2024 (excluding the three months ended March 31, 2024) $ 645,209 1,377,009 $ 2,022,218 2025 801,601 1,765,385 2,566,986 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 536,933 1,062,262 1,599,195 Thereafter — 8,278,092 8,278,092 Total minimum lease payments 5,203,713 16,956,755 22,160,468 Less: imputed interest (1,308,230) (7,267,060) (8,575,290) Present value of lease liabilities $ 3,895,483 $ 9,689,695 $ 13,585,178 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
May 16, 2024 USD ($) | Mar. 09, 2024 USD ($) | Jan. 29, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | Oct. 31, 2017 USD ($) | May 31, 2017 USD ($) | Jun. 30, 2016 USD ($) | Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 17, 2024 USD ($) | Apr. 30, 2023 USD ($) | Oct. 31, 2018 | Sep. 30, 2018 | |
Accumulated deficit | $ 258,788,376 | $ 254,370,827 | |||||||||||||
Net loss from continuing operations | (4,657,688) | $ (12,473,000) | |||||||||||||
Cash, cash equivalents and short term investments | $ 5,600,000 | ||||||||||||||
Issuance of common stock from public offering | $ 5,300,000 | $ 1,235,000 | $ 1,500,000 | ||||||||||||
Number of operating segments | segment | 1 | ||||||||||||||
Revenue | $ 3,513,948 | 765,900 | |||||||||||||
Contingent consideration receivable, related party | 268,000 | ||||||||||||||
Contingent earn-out receivable, related party | 2,720,000 | $ 1,720,000 | |||||||||||||
Deferred revenue | 600,000 | ||||||||||||||
Inventory impairment expense | 0 | ||||||||||||||
Land option agreements | 200,000 | ||||||||||||||
Shattuck | |||||||||||||||
License fee received | $ 50,000 | ||||||||||||||
Proceeds from milestone payment | $ 100,000 | ||||||||||||||
Shattuck | Kopfkino IP, LLC | |||||||||||||||
Consideration | $ 1,000,000 | ||||||||||||||
Other income | $ 1,000,000 | ||||||||||||||
Minimum | |||||||||||||||
Estimated useful lives | 3 years | ||||||||||||||
Maximum | |||||||||||||||
Estimated useful lives | 8 years | ||||||||||||||
Grant and contract revenue | |||||||||||||||
Amount awarded from NIH grant | $ 8,000 | $ 0 | |||||||||||||
Lab equipment | |||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||
Computers | |||||||||||||||
Estimated useful lives | 3 years | ||||||||||||||
Furniture and fixtures and vehicles | |||||||||||||||
Estimated useful lives | 8 years | ||||||||||||||
Pelican Therapeutics, Inc. | |||||||||||||||
Ownership interest in subsidiary | 85% | 85% | 80% | ||||||||||||
Scorpius Therapeutics, Inc. | |||||||||||||||
Ownership interest in subsidiary | 94% | ||||||||||||||
Pelican Therapeutics, Inc. | Grant and contract revenue | |||||||||||||||
Amount awarded from CPRIT grant | $ 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 |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) | Dec. 27, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Discontinued Operations | |||
Fair value of future payments | $ 2,720,000 | $ 1,720,000 | |
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | |||
Discontinued Operations | |||
Purchase price | $ 2,500,000 | ||
Cash received | 500,000 | ||
Contingent consideration receivable | $ 300,000 | ||
Duration of convertible note | 1 year | ||
Fair value of future payments | $ 1,700,000 | ||
Gain from disposal of discontinued operations | $ 1,500,000 | ||
Assets of discontinued operations | 0 | ||
Liabilities of discontinued operations | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of discontinued operation in operations statement (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Discontinued operation operating expense | |
Change in fair value of contingent consideration | $ 1,000,000 |
Net loss from discontinued operations, net of tax benefit | (422,136) |
Elusys Therapeutics business unit | |
Discontinued operation operating expense | |
Research and development | 705,093 |
Selling, general and administrative | 346,857 |
Amortization of intangible assets | 363,750 |
Change in fair value of contingent consideration | (990,500) |
Total operating expenses | 425,200 |
Loss from operations | (425,200) |
Other income | (3,064) |
Total non-operating gain | (3,064) |
Net loss from discontinued operations before income taxes | (422,136) |
Net loss from discontinued operations, net of tax benefit | $ (422,136) |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of total operating, investing and financing cash flows of discontinued operations (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Significant operating items | |
Total net cash provided by operating activities from discontinued operations | $ 1,485,164 |
Significant investing items | |
Total net cash used in investing activities from discontinued operations | (249,633) |
Significant financing items | |
Total net cash used in financing activities from discontinued operations | $ (950,400) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Dec. 27, 2023 | Apr. 18, 2022 | Apr. 30, 2022 | Mar. 31, 2018 | Mar. 31, 2024 | Dec. 31, 2022 | Oct. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | |||||||||
Acquisitions | |||||||||
Purchase price | $ 2,500,000 | ||||||||
Gain from disposal of discontinued operations | $ 1,500,000 | ||||||||
Pelican Therapeutics, Inc. | |||||||||
Acquisitions | |||||||||
Ownership interest in subsidiary | 85% | 85% | 80% | ||||||
Pelican Therapeutics, Inc. | |||||||||
Acquisitions | |||||||||
Percentage of voting interests acquired in acquisition | 80% | ||||||||
Cash consideration | $ 200,000 | ||||||||
Proceeds from milestone payment | $ 0 | ||||||||
Pelican Therapeutics, Inc. | Stockholders | |||||||||
Acquisitions | |||||||||
Cash consideration | $ 300,000 | ||||||||
Elusys Therapeutics | |||||||||
Acquisitions | |||||||||
Percentage of earn out payments | 10% | ||||||||
Frequency of periodic earn out payment | 1 year | ||||||||
Period of occurrence of earn payment | 9 years | ||||||||
Fair value of the purchase consideration | $ 42,900,000 | ||||||||
Goodwill | $ 3,900,000 | ||||||||
Goodwill deductible for tax purposes | 15 years |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Financial Instruments (Details) - Recurring - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Short-term investments | $ 129,238 | $ 2,206,555 |
Contingent consideration receivable, related party | 268,000 | |
Contingent earn-out receivable, related party | 2,720,000 | 1,720,000 |
Liabilities: | ||
Convertible promissory note, related party | 2,081,750 | |
Level 1 | ||
Assets: | ||
Short-term investments | 129,238 | 2,206,555 |
Level 3 | ||
Assets: | ||
Contingent consideration receivable, related party | 268,000 | |
Contingent earn-out receivable, related party | 2,720,000 | $ 1,720,000 |
Liabilities: | ||
Convertible promissory note, related party | $ 2,081,750 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Change In Fair Value, Contingent Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contingent Consideration Receivable | Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | ||
Change in fair value | ||
Fair Value, Net Derivative Asset (Liability), Balance at the beginning | $ 268,000 | |
Issuance of convertible promissory note, related party | (268,000) | |
Consideration Earn-out Receivable | Discontinued Operations, Disposed of by Sale | Elusys Therapeutics | ||
Change in fair value | ||
Fair Value, Net Derivative Asset (Liability), Balance at the beginning | 1,720,000 | |
Change in fair value | 1,000,000 | |
Fair Value, Net Derivative Asset (Liability), Balance at the ending | 2,720,000 | |
Contingent Consideration | Pelican Therapeutics, Inc. | ||
Change in fair value | ||
Balance at the beginning | $ 12,224,614 | |
Change in fair value | (990,500) | |
Balance at the ending | $ 11,234,114 | |
Convertible Promissory Notes, Related Party | ||
Change in fair value | ||
Issuance of convertible promissory note, related party | 1,982,000 | |
Accrued Interest | 3,750 | |
Change in fair value | 96,000 | |
Fair Value, Net Derivative Asset (Liability), Balance at the ending | $ 2,081,750 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value of Financial Instruments | ||
Assets transfer from level 1 to level 2 | $ 0 | $ 0 |
Level 3 Asset transferred, net | 0 | |
Level 3 liabilities transferred, net | 0 | |
Change in fair value of consideration receivable | (100,000) | |
Change in fair value of contingent earn-out receivable, related party | $ (1,000,000) | (990,500) |
Stated interest rate | 1% | |
Change in fair value of convertible promissory note, related party | $ (96,000) | |
Change in fair value of contingent consideration | 1,000,000 | |
Elusys Therapeutics business unit | ||
Fair Value of Financial Instruments | ||
Change in fair value of contingent consideration | $ (990,500) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Inputs and Valuation Methodologies Used (Details) - Level 3 - Elusys Therapeutics - Discounted cash flow analysis | Mar. 31, 2024 Y USD ($) | Dec. 31, 2023 USD ($) Y |
Contingent consideration receivable, related party | Maturity term | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | Y | 1 | |
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 | 2,250,000 | |
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 | 153,200,000 | 141,400,000 |
Consideration earn-out receivable, related party | Minimum earn-out payment rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 3 | |
Consideration earn-out receivable, related party | Minimum earn-out payment | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 5,000,000 | 5,000,000 |
Revenue earn-out | Discount rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.150 | |
Convertible Promissory Notes, Related Party | Market interest rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.138 | |
Convertible Promissory Notes, Related Party | Principal amount | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 2,250,000 | |
Convertible Promissory Notes, Related Party | Timing of expected payments | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | Y | 1.4 | |
Minimum | Consideration earn-out receivable, related party | Minimum earn-out payment rate | ||
Fair Value of Financial Instruments | ||
Contingent Consideration | 0.03 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Mutual funds | ||
Estimated fair value | $ 0.1 | $ 2.2 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expenses And Other Current Assets | ||
Prepaid manufacturing expense | $ 111,205 | $ 102,761 |
Contract assets | 100,497 | 120,184 |
Other prepaid expenses and current assets | 790,263 | 476,233 |
Prepaid insurance | 147,145 | 96,588 |
Prepaid preclinical and clinical expenses | 18,461 | 21,263 |
Prepaid expenses and other current assets | $ 1,167,571 | $ 817,029 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property and Equipment | |||
Total | $ 25,661,231 | $ 25,168,330 | |
Accumulated depreciation | (8,809,059) | (7,580,993) | |
Property and equipment, net | 16,852,172 | 17,587,337 | |
Depreciation expense | $ 1,200,000 | $ 1,100,000 | |
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 | $ 21,276,431 | 21,203,534 | |
Leasehold improvements | |||
Property and Equipment | |||
Total | $ 2,827,289 | 2,827,289 | |
Computers | |||
Property and Equipment | |||
Estimated useful lives | 3 years | ||
Total | $ 850,211 | 850,211 | |
Furniture and fixtures | |||
Property and Equipment | |||
Total | 277,882 | 277,882 | |
Construction-in-process | |||
Property and Equipment | |||
Total | $ 429,418 | $ 9,414 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses and Other Liabilities | ||
Accrued marketing expenses | $ 999,997 | $ 1,013,497 |
Other expenses | 284,613 | 313,254 |
Accrued preclinical and clinical trial expenses | 371,629 | 405,792 |
Compensation and related benefits | 492,297 | 332,641 |
Accrued manufacturing expenses | 11,687 | 97,877 |
Advance payments received from customers for manufacturing materials | 1,839,149 | |
Accrued franchise tax | 38,800 | |
Accrued expenses and other current liabilities | $ 3,999,372 | $ 2,201,861 |
Convertible Promissory Note, _2
Convertible Promissory Note, Related Party (Details) - Original Convertible promissory note | Jan. 26, 2024 USD ($) D $ / shares shares | Dec. 11, 2023 D | Dec. 31, 2023 USD ($) |
Convertible Promissory Note, Related Party | |||
Aggregate amount of notes issued | $ 2,250,000 | ||
Note receivable in the form of convertible note | $ 300,000 | ||
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 | 7 | |
Debt instrument conversion of shares issued upon conversion (in shares) | shares | 5,810,740 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Offering (Details) - USD ($) | 3 Months Ended | ||
May 16, 2024 | Mar. 09, 2024 | Mar. 31, 2024 | |
Stockholders' Equity | |||
Issuance of common stock (in shares) | 10,000,000 | ||
Average price of common stock | $ 0.15 | ||
Issuance of common stock from public offering | $ 5,300,000 | $ 1,235,000 | $ 1,500,000 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Outstanding Warrants (Details) - Common stock warrants - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Equity | |||
Outstanding common stock warrants | 716,383 | 0 | 0 |
Outstanding, beginning balance | 747,383 | ||
Expired | (31,000) | ||
Outstanding, ending balance | 716,383 |
Stockholders' Equity - Accounti
Stockholders' Equity - Accounting for Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stockholders' Equity | ||
Stock-based compensation | $ 283,877 | $ 765,717 |
Compensation expenses capitalized | $ 0 | $ 0 |
Granted | 0 | 0 |
Employee Stock Option [Member] | ||
Stockholders' Equity | ||
Vesting period | 4 years | |
Employee Stock Option [Member] | Maximum | ||
Stockholders' Equity | ||
Expiration term | 10 years |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares | ||
Stock options outstanding at beginning of period | 6,438,931 | |
Granted | 0 | 0 |
Expired | (193,308) | |
Forfeited | (35,006) | |
Stock options outstanding at end of period | 6,210,617 | |
Stock options exercisable at end of period | 4,636,176 | |
Weighted Average Exercise Price | ||
Stock options outstanding at beginning of period (in dollars per share) | $ 3.63 | |
Expired (in dollars per share) | 4.79 | |
Forfeited (in dollars per share) | 2.13 | |
Stock options outstanding at end of period (in dollars per share) | 3.60 | |
Stock options exercisable at end of period (in dollars per share) | $ 4.37 | |
Aggregate Intrinsic Value | ||
Stock options outstanding at beginning of period | $ 9,052 | |
Stock options outstanding at end of period | 3,158 | |
Stock options exercisable at end of period | $ 3,158 | |
Weighted Average Remaining Contractual Life | ||
Stock options outstanding at end of period | 8 years | |
Stock options exercisable at end of period | 7 years 8 months 12 days | |
Unrecognized stock-based compensation expense | $ 1,700,000 | |
Unrecognized stock-based compensation expense, recognition period | 10 months 24 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted stock | ||
Shares | ||
Restricted stock at beginning of period | 34,001 | |
Vested | (34,001) | |
Weighted Average Fair Value | ||
Restricted stock at beginning of period | $ 3.22 | |
Vested | $ 3.22 | |
RSU's | ||
Shares | ||
Restricted stock at beginning of period | 250,000 | |
Vested | (10,000) | |
Cancelled | (240,000) | |
Weighted Average Fair Value | ||
Restricted stock at beginning of period | $ 1.18 | |
Vested | 1.18 | |
Cancelled | $ 1.18 | |
Vesting period | 36 months |
Revenue (Details)
Revenue (Details) | 3 Months Ended | 12 Months Ended | |||
Jan. 29, 2024 USD ($) | Mar. 31, 2024 USD ($) customer | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Process Development Revenue | |||||
Process development revenue recognized | $ 3,500,000 | $ 700,000 | |||
Process development contract liabilities, beginning of period | (2,389,441) | (1,618,308) | $ (1,618,308) | ||
Reclassification to revenue as the result of performance obligations satisfied | 3,508,113 | 665,900 | |||
Net change to contract balance recognized since beginning of period due to amounts collected | (1,709,931) | (1,119,578) | |||
Process development contract liabilities, end of period | (591,259) | (2,071,986) | (2,389,441) | ||
Accounts receivable | $ 535,028 | $ 375,192 | $ 81,456 | ||
Two customers | |||||
Process Development Revenue | |||||
Number of customers process development revenue was derived from | customer | 2 | ||||
Sales revenue net | Customer Concentration Risk | Two customers | |||||
License Revenue | |||||
Concentration risk, percentage | 10% | ||||
Shattuck | Kopfkino IP, LLC | |||||
License Revenue | |||||
Consideration | $ 1,000,000 | ||||
Grant and contract revenue | |||||
License Revenue | |||||
Amount Awarded From NIH Grant | $ 8,000 | $ 0 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Net Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Loss Per Share | ||
Net loss from continuing operations | $ (4,657,688) | $ (12,473,000) |
Net loss from discontinued operations | (422,136) | |
Net loss | (4,657,688) | (12,895,136) |
Net loss-non-controlling interest | (240,139) | (110,489) |
Net loss attributable to Scorpius Holdings, Inc. | $ (4,417,549) | $ (12,784,647) |
Weighted-average common shares outstanding, basic (in shares) | 28,180,887 | 25,971,143 |
Weighted-average common shares outstanding, diluted (in shares) | 28,180,887 | 25,971,143 |
Net loss per share, basic - continuing operations (in dollars per share) | $ (0.16) | $ (0.47) |
Net loss per share, diluted - continuing operations (in dollars per share) | (0.16) | (0.47) |
Net loss per share, basic - discontinued operations (in dollars per share) | (0.02) | |
Net loss per share, diluted - discontinued operations (in dollars per share) | (0.02) | |
Net loss per share common share attributable to Scorpius Holdings, Inc., basic | (0.16) | (0.49) |
Net loss per share common share attributable to Scorpius Holdings, Inc., diluted | $ (0.16) | $ (0.49) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Option [Member] | ||
Net Loss Per Share | ||
Potentially dilutive securities | 6,210,617 | 6,913,049 |
Restricted stock subject to forfeiture and restricted stock units | ||
Net Loss Per Share | ||
Potentially dilutive securities | 340,000 | |
Common stock warrants | ||
Net Loss Per Share | ||
Potentially dilutive securities | 716,383 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2024 | |
Income Tax | |||
Effective tax rate | 0% | 0% | |
Unrecognized tax benefit | $ 0 | ||
Forecast | |||
Income Tax | |||
Effective tax rate | 0% |
Leases - Facility Lease (Detail
Leases - Facility Lease (Details) | 1 Months Ended | 3 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 | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | May 02, 2023 USD ($) | |
Leases | ||||||||
Operating lease right-of-use asset | $ 6,041,439 | $ 5,720,932 | $ 6,041,439 | |||||
Operating lease liability | 3,895,483 | |||||||
Finance lease right-of-use asset | $ 20,473,742 | 19,895,432 | 20,473,742 | |||||
Finance lease liability | 9,689,695 | |||||||
Lab equipment | ||||||||
Leases | ||||||||
Reimbursement of expenses, capitalized | 13,200,000 | |||||||
Morrisville, NC | ||||||||
Leases | ||||||||
Area of facility to be leased | ft² | 15,996 | |||||||
Term of lease | 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 | |||||||
Term of lease | 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 | |||||||
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 | |||||||
Term of lease | 15 years | |||||||
Number of lease renewal terms | lease | 1 | |||||||
Lease renewal term | 15 years | |||||||
Number of lease subsequent renewal terms | lease | 1 | |||||||
Lease subsequent renewal term | 10 years | |||||||
Maximum amount of tenant improvements provided for under lease | $ 6,500,000 | |||||||
Finance lease right-of-use asset | $ 7,800,000 | |||||||
Finance lease liability | $ 2,300,000 | |||||||
Prepaid rent to lessor | $ 5,400,000 | |||||||
San Antonio, TX | EastGroup Properties, L.P. | ||||||||
Leases | ||||||||
Area of facility to be leased | ft² | 22,262 | |||||||
Term of lease | 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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease payments | $ 200,000 | |
Operating lease cost | 332,675 | $ 334,541 |
Finance lease cost | ||
Amortization of lease assets | 578,310 | 350,071 |
Interest on lease liabilities | 245,970 | 134,443 |
Total finance lease cost | $ 824,280 | $ 484,514 |
Weighted average remaining lease term (years), Operating leases | 6 years 2 months 12 days | 7 years 1 month 6 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% | 9.38% |
Weighted average incremental borrowing rate, Finance leases | 10.11% | 9.65% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Lease Liabilities (Details) | Mar. 31, 2024 USD ($) |
Maturities of operating lease liabilities | |
2024 (excluding the three months ended March 31, 2024) | $ 645,209 |
2025 | 801,601 |
2026 | 828,175 |
2027 | 855,510 |
2028 | 883,863 |
2029 | 652,422 |
2030 | 536,933 |
Total minimum lease payments | 5,203,713 |
Less: imputed interest | (1,308,230) |
Present value of operating lease liabilities | 3,895,483 |
Maturities of finance lease liabilities | |
2024 (excluding the three months ended March 31, 2024) | 1,377,009 |
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 | 16,956,755 |
Less: imputed interest | (7,267,060) |
Present value of lease liabilities | 9,689,695 |
Maturities of lease liabilities | |
2024 (excluding the three months ended March 31, 2024) | 2,022,218 |
2025 | 2,566,986 |
2026 | 2,507,454 |
2027 | 1,757,637 |
2028 | 1,815,153 |
2029 | 1,613,733 |
2030 | 1,599,195 |
Thereafter | 8,278,092 |
Total minimum lease payments | 22,160,468 |
Less: imputed interest | (8,575,290) |
Present value of lease liabilities | $ 13,585,178 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||||
May 01, 2024 D $ / shares | Jan. 26, 2024 USD ($) D $ / shares shares | Dec. 11, 2023 D | May 31, 2024 shares | Apr. 30, 2022 | Mar. 31, 2024 USD ($) | May 16, 2024 $ / shares | |
Original Convertible promissory note | |||||||
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 | 7 | 7 | |||||
Debt instrument conversion of shares issued upon conversion (in shares) | shares | 5,810,740 | ||||||
Amended Convertible Promissory Note | Subsequent Events | |||||||
Debt instrument conversion price | $ / shares | $ 0.39109 | $ 0.11 | |||||
Volume weighted average price | 110% | ||||||
Debt instrument trading days | 7 | ||||||
Debt instrument conversion of shares issued upon conversion (in shares) | shares | 20,781,771 | ||||||
Amended Convertible Promissory Note | Scenario where company consummates a public financing within 60 days of May 1, 2024 | Subsequent Events | |||||||
Volume weighted average price | 110% | ||||||
Debt instrument trading days | 60 | ||||||
Elusys Therapeutics | |||||||
Earn out payment period | 12 years | ||||||
Percentage of earn out payments | 10% | ||||||
Frequency of periodic earn out payment | 1 year | ||||||
Period of occurrence of earn payment | 9 years | ||||||
Future commitments | $ | $ 51,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 16, 2024 | May 01, 2024 | Mar. 09, 2024 |
Subsequent Events | |||
Share price | $ 0.15 | ||
Subsequent Events | |||
Subsequent Events | |||
Value of units issued | $ 6,000,000 | ||
Subsequent Events | Over allotment | |||
Subsequent Events | |||
Number of warrants issued | 1,309,000 | ||
Subsequent Events | Units | |||
Subsequent Events | |||
Share price | $ 0.10 | ||
Number of units issued | 29,820,000 | ||
Number of shares for each unit | 1 | ||
Number of warrants for each unit | 1 | ||
Number of shares for each warrant | 1 | ||
Exercise price of warrant liabilities | $ 0.12 | ||
Percentage of exercise price to the offering price per unit | 120% | ||
Subsequent Events | Pre-Funded Units | |||
Subsequent Events | |||
Share price | $ 0.0998 | ||
Number of units issued | 30,180,000 | ||
Number of shares for each unit | 1 | ||
Number of warrants for each unit | 1 | ||
Number of shares for each warrant | 1 | ||
Exercise price of warrant liabilities | $ 0.0002 | ||
Warrants term | 5 years | ||
Subsequent Events | Amended convertible promissory note | |||
Subsequent Events | |||
Conversion price | $ 0.11 | $ 0.39109 | |
Subsequent Events | New Note | |||
Subsequent Events | |||
Interest rate | 1% | ||
Principal amount | $ 750,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (4,417,549) | $ (12,784,647) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |