Scorpius Holdings (SCPX) Announces 10M Share Offering

On March 7, 2024, Scorpius Holdings, Inc. (NYSE: SCPX) entered into an Underwriting Agreement (the “Agreement”) with ThinkEquity, LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 10,000,000 shares (the “Shares”) of its common stock (the “Common Stock”), par value $0.0002 per share, at a price of $0.15 per share.

The gross proceeds from the sale of the Shares, before deducting the Underwriters’ discounts and commissions and other estimated offering expenses payable by the Company, are expected to be $1.5 million. The Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.

The Shares will be issued in the Offering pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-251255), which was declared effective on December 22, 2020, and the base prospectus included therein, as supplemented by the preliminary prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2024, and a final prospectus supplement, dated March 7, 2024, which was filed with the Commission on March 11, 2024. The Offering is expected to close on March 12, 2024, contingent upon the satisfaction of customary closing conditions.

The Company currently intends to use the net proceeds from the sale of the Shares in the Offering for working capital and general corporate purposes.

Pursuant to “lock-up” agreements, the Company has agreed for a period of thirty (30) days after the date of the Agreement and the Company’s executive officers and directors have agreed for a period of ninety (90) days after the date of the Agreement, subject to customary exceptions, without the prior written consent of ThinkEquity, LLC, not to, directly or indirectly, offer pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) Common Stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of ours or publicly disclose the intention to do any of the foregoing.

Additionally, the Company agreed that for a period of ninety (90) days after the date of the Agreement, the Company will not directly or indirectly in any “at-the-market,” continuous equity, equity lines, or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of Common Stock or any securities convertible into or exercisable or exchangeable for our shares of Common Stock, without the prior written consent of ThinkEquity, LLC.

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