8-K/A: Current report filing
Published on September 20, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
NightHawk Biosciences, Inc. (the “Company”) is filing this Current Report on Form 8-K/A in order to correct an error in the Current Report on Form 8-K filed on September 19, 2023 (“the “Original Report”). The Original Report referenced that it was filed under Item 5.02 and this amendment corrects the Original Report to state that it is filed under Item 2.05 Costs Associated With Exit or Disposal Activities.
Item 2.05 Costs Associated With Exit or Disposal Activities.
On September 18, 2023, the Board of Directors of NightHawk Biosciences, Inc. (the “Company”) approved a refocus and restructuring plan (the “Plan”) to shed its non-core assets and reduce its operating costs in order to refocus its efforts and resources on Scorpius Biomanufacturing, Inc., its revenue generating contract development and manufacturing organization (“CDMO”). The goal of this reduction is to direct the Company’s resources towards developing its CDMO business, which it believes will represent its best opportunity for success. Pursuant to the Plan, on September 18, 2023, the Company implemented a workforce reduction of approximately 13 employees engaged in the Company’s research and development efforts, or 14% of the current Company workforce and substantially reduced its associated research and development efforts. The Company expects to substantially complete the employee reduction immediately and estimates that it will incur a total of approximately $0.2 million to $0.3 million in charges in connection with the workforce reduction, all of which is expected to be incurred in the third quarter of 2023. These charges consist primarily of cash severance, employee medical benefits, and continuation of salaries and benefits over a 6-week period, in connection with an employee reduction. The Plan is expected to save approximately $1.8 million in compensation annually.
The estimates of the charges and expenditures that the Company expects to incur in connection with the workforce reduction, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. The Company may also incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur.
This Item 2.05 contains "forward-looking" statements and estimates, including anticipated cost reductions and estimated restructuring costs. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including whether anticipated cost reductions will be achieved and other risks detailed in the “Risk Factors” section of our most recent periodic report filed with the SEC. These statements represent our estimates and assumptions only as of the date of this Current Report. We do not undertake any obligation to update publicly any such forward-looking statements, even if new information becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
Exhibit |
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Description |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 20, 2023 |
NIGHTHAWK BIOSCIENCES, INC. |
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By: |
/s/ Jeffrey Wolf |
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Name: |
Jeffrey Wolf |
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Title: |
Chairman, President and |
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Chief Executive Officer |
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