Scorpius Holdings Announces Receipt of Filing Delinquency Notification
April 22 2024 - 5:00PM
Scorpius Holdings, Inc (NYSE
American: SCPX), an integrated contract
development and manufacturing organization (CDMO), received an
official notice of noncompliance (the “NYSE American Notice”) from
NYSE Regulation stating that the Company is not in compliance with
NYSE American LLC (“NYSE American” or the “Exchange”) continued
listing standards (the “Filing Delinquency Notification”) under the
timely filing criteria included in Section 1007 of the NYSE
American Company Guide (the "Company Guide") due to the failure to
timely file the Company’s Form 10-K for the period ended December
31, 2023 (the “Delinquent Report”) by the filing due date of April
16, 2024 (the “Filing Delinquency”).
As previously reported in the Company’s
Notification of Late Filing on Form 12b-25 filed with the
SEC on April 1, 2024, the Company was unable to file its
Annual Report on Form 10-K for the year ended December 31,
2023, within the prescribed period because of delays experienced by
the Company in preparing its consolidated financial statements. The
delays relate to recent finance staff turnover of those directly
involved in preparing the Delinquent Report, and the need for
additional time to complete the calculation of revenue recognition
for certain contracts for the year ended December 31, 2023.
Jeff Wolf, CEO of Scorpius, stated, “We regret
the delay in filing our Form 10-K, due in part to substantive
changes within our organization. We expect to file our year-end
financial results in short order. Most importantly, we remain
committed to maintaining the highest standards of financial
reporting and corporate governance.”
The Company is now subject to the procedures and
requirements set forth in Section 1007 of the NYSE American Company
Guide. Within five days of the date of the Filing Delinquency
Notification, the Company was required to (a) contact the Exchange
to discuss the status of the Delinquent Report and (b) issue a
press release disclosing the occurrence of the Filing Delinquency,
the reason for the Filing Delinquency and, if known, the
anticipated date such Filing Delinquency will be cured via the
filing or refiling of the applicable report, as the case may
be.
During the six-month period from the date of the
Filing Delinquency (the "Initial Cure Period"), the NYSE will
monitor the Company and the status of the Delinquent Report and any
subsequent delayed filings, including through contact with the
Company, until the Filing Delinquency is cured. If the Company
fails to cure the Filing Delinquency within the Initial Cure
Period, the Exchange may, in the Exchange’s sole discretion, allow
the Company’s securities to be traded for up to an additional
six-month period (the "Additional Cure Period") depending on the
Company’s specific circumstances. If the Exchange determines that
an Additional Cure Period is not appropriate, suspension and
delisting procedures will commence in accordance with the
procedures set out in Section 1010 of the NYSE American Company
Guide. If the Exchange determines that an Additional Cure Period of
up to six months is appropriate and the Company fails to file its
Delinquent Report and any subsequent delayed filings by the end of
that period, suspension and delisting procedures will generally
commence. An issuer is not eligible to follow the procedures
outlined in Section 1009 with respect to these criteria.
Notwithstanding the foregoing, however, the
Exchange may in its sole discretion decide (i) not to afford an
issuer any Initial Cure Period or Additional Cure Period, as the
case may be, at all or (ii) at any time during the Initial Cure
Period or Additional Cure Period, to truncate the Initial Cure
Period or Additional Cure Period, as the case may be, and
immediately commence suspension and delisting procedures if the
Company is subject to delisting pursuant to any other provision of
the Company Guide, including if the Exchange believes, in the
NYSE’s sole discretion, that continued listing and trading of an
issuer's securities on the Exchange is inadvisable or unwarranted
in accordance with Sections 1001-1006 hereof.
The Company intends to regain compliance with
the NYSE American continued listing standards. There can be no
assurance that the Company will ultimately regain compliance with
all applicable NYSE American continued listing standards.
Scorpius Holdings, Inc.
Scorpius Holdings Inc. is an integrated contract
development and manufacturing organization (CDMO) focused on
rapidly advancing biologic and cell therapy programs to the clinic
and beyond. Scorpius offers a broad array of analytical testing,
process development, and manufacturing services to pharmaceutical
and biotech companies at its state-of-the-art facilities in San
Antonio, TX. With an experienced team and new, purpose-built U.S.
facilities, Scorpius is dedicated to transparent collaboration and
flexible, high-quality biologics biomanufacturing. For more
information, please visit www.scorpiusbiologics.com.
Forward-Looking Statement
This release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In some cases, forward-looking statements can be
identified by terminology such as "may," "should," "potential,"
"continue," "expects," "anticipates," "intends," "plans,"
"believes," "estimates," and similar expressions, and include
statements such as the Company’s expectation to expand the scope of
the agreement to include Phase 1 clinical manufacturing, the
Company’s ability to file its Annual Report on Form 10-K during the
Initial Cure Period and its ability to regain compliance with the
NYSE American continued listing standards Important factors that
could cause actual results to differ materially from current
expectations include, among others, the Company’s ability to regain
compliance with the NYSE American continued listing standards,
expand its large molecule biomanufacturing CDMO services and
continue to grow revenue; the Company’s financing needs, its cash
balance being sufficient to sustain operations and its ability to
raise capital when needed, the Company’s ability to leverage fixed
costs and achieve long-term profitability; the Company’s ability to
obtain regulatory approvals or to comply with ongoing regulatory
requirements, regulatory limitations relating to the Company’s
ability to successfully promote its services and compete as a pure-
play CDMO, and other factors described in the Company’s most recent
annual report on Form 10-K, subsequent quarterly reports on Form
10-Qs and any other filings the Company makes with the SEC. The
information in this presentation is provided only as of the date
presented, and the Company undertakes no obligation to update any
forward-looking statements contained in this presentation on
account of new information, future events, or otherwise, except as
required by law.
Media and Investor Relations
ContactDavid Waldman+1 919 289
4017ir@scorpiusbiologics.com
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