Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2022, Scorpius Biomanufacturing, Inc. formerly known as Scorpion
Biological Services, Inc., (the "Tenant"), a subsidiary of NightHawk
Biosciences, Inc. (the "Company") entered into a lease (the "Lease") with TPB
Merchants Ice LLC (the "Landlord"), pursuant to which the Tenant has agreed to
lease approximately 8,042 square feet of space located at 1305 E. Houston
Street, San Antonio, Texas 78205 (the "Premises") for general office,
laboratory, research, analytical, and/or biomanufacturing purposes. The date on
which the Tenant will become responsible for paying rent under the Lease (the
"Lease Commencement Date") will be the date on which the Landlord delivers the
Premises to the Tenant after the Landlord has substantially completed certain
lease and tenant improvements at the Premises, but not later than March 31,
2023. If the Lease Commencement Date does not occur prior to March 31, 2023 due
to a delay by the Landlord, the Tenant shall be entitled to a rent abatement in
the amount of the then-applicable monthly Basic Rent (as defined in the Lease)
per partial or whole calendar month following March 31, 2023 in which the actual
Lease Commencement Date occurs.
The initial term of the Lease will commence on the Lease Commencement Date and
expire one hundred and eighty (180) months after the Lease Commencement Date,
unless sooner terminated pursuant to the terms of the Lease. Tenant will pay
basic monthly rent for the Premises starting at $21,445.33 for the first twelve
(12) months of the Lease commencing on the Lease Commencement Date and will
increase at the rate of three percent (3%) on an annual basis up to a maximum
monthly base rent of $32,436.07. In addition, prepaid rent, net of landlord
credits, of $3,698,298.75, will be paid prior to the Lease Commencement Date for
tenant improvements. The Tenant will also be obligated to pay the Landlord for
certain costs, taxes and operating expenses as specified in the Lease.
The foregoing description of the Lease does not purport to be complete and is
qualified in its entirety by reference to the Lease, a complete copy of which is
incorporated herein by reference and is filed as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The description of the Lease in "Item 1.01. Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated by reference in
its entirety into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Lease by and between TPB Merchants Ice LLC and Scorpion Biological
Services, Inc., dated December 31, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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