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Heat Biologics

US biotech company

Scorpius Holdings, Inc. (formerly known as Heat Biologics Inc. and Nighthawk Bioscienses) is a U.S. contract development and manufacturing company. Heat Biologics was founded by Jeff Wolf and Eckhard Podack, in conjunction with the University of Miami and Seed-One Ventures. The company is based in Morrisville, North Carolina.3 Its shares trade on NASDAQ under the symbol HTBX.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2008Founded1

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  • TickerHTBX on NASDAQ1
  • Industrybiotechnology1
  • HeadquartersDurham1
  • Websitewww.heatbio.com
  • Legal formDelaware corporation1
  • Incorporated inDE5
  • Business address1305 E. Houston Street, Building 2, San Antonio, Tx 782055
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • LEI549300C7CB2MWG4V3I094
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O Corporation Service Company, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 45591754

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Scorpius Holdings, Inc. (formerly known as Heat Biologics Inc. and Nighthawk Bioscienses) is a U.S. contract development and manufacturing company. Heat Biologics was founded by Jeff Wolf and Eckhard Podack, in conjunction with the University of Miami and Seed-One Ventures. The company is based in Morrisville, North Carolina.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-538.2%Operating margin7
-525.5%Net margin7
-10.7%Revenue growth, 20247
-520.8%Return on equity7
-$26.9MFree cash flow7

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue8¢$3.2M
  • Research and development37¢$14.3M
  • Selling, general and admin55¢$21.6M

Out of $6.2M in revenue.7 The company lost money this year.

Financial statements

Revenue891011127$6.2M in 2024+8% since 2018
0$2.0M$4.0M$6.0M$8.0M2018: $5.8M$5.8M20182019: $3.0M$3.0M2019−47%2020: $2.9M$2.9M2020−3%2021: $2.1M$2.1M2021−28%2022: $370.2K$370.2K2022−82%2023: $7.0M$7.0M2023+1790%2024: $6.2M$6.2M2024−11%
Operating income1391011127-$33.6M in 2024+87% since 2018
-$60.0M-$40.0M-$20.0M02018: -$18.0M-$18.0M20182019: -$20.7M-$20.7M2019+16%2020: -$26.1M-$26.1M2020+26%2021: -$35.4M-$35.4M2021+36%2022: -$40.2M-$40.2M2022+14%2023: -$42.0M-$42.0M2023+4%2024: -$33.6M-$33.6M2024−20%
Net income1391011127-$32.8M in 2024+109% since 2018
-$60.0M-$40.0M-$20.0M02018: -$15.7M-$15.7M20182019: -$20.0M-$20.0M2019+27%2020: -$26.0M-$26.0M2020+30%2021: -$35.1M-$35.1M2021+35%2022: -$43.4M-$43.4M2022+24%2023: -$45.2M-$45.2M2023+4%2024: -$32.8M-$32.8M2024−27%
Fiscal year2018201920202021202220232024
Revenue$5.8M8$3.0M9$2.9M10$2.1M11$370.2K12$7.0M7$6.2M7
Cost of revenue$81.3K12$2.7M7$3.2M7
Research and development$16.2M13$13.0M9$12.9M10$16.5M11$20.2M12$20.1M7$14.3M7
Selling, general and admin$20.1M12$26.2M7$21.6M7
Operating expenses$37.5M10$40.6M12$49.0M7$39.8M7
Operating income-$18.0M13-$20.7M9-$26.1M10-$35.4M11-$40.2M12-$42.0M7-$33.6M7
Interest
Income before tax-$35.5M11-$41.6M12-$42.3M7-$34.3M7
Income tax-$985.5K13$45.2K9-$146.0K11-$215.9K12-$571.1K7
Net income-$15.7M13-$20.0M9-$26.0M10-$35.1M11-$43.4M12-$45.2M7-$32.8M7
Earnings per share-$1.6310-$1.4111-$1.7012-$347.507-$13.047
Earnings per share (diluted)-$1.6310-$1.4111-$1.7012-$347.507-$13.047
Shares (weighted, basic)24.9M shares1125.6M shares12130.1K shares72.5M shares7
Shares (weighted, diluted)24.9M shares1125.6M shares12130.1K shares72.5M shares7

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Corporate structure

Heat Biologics sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Heat Biologics

  • 3i, LP Filed SCHEDULE 13G/A on Heat Biologics, latest Feb 5, 2026 (6 filings since Sep 26, 2024)
  • Ramnarain Joseph Jaigobind Filed SC 13G on Heat Biologics, latest Sep 6, 2024
  • Jeffrey Alan Wolf Filed SC 13D/A on Heat Biologics, latest May 21, 2024 (6 filings since Dec 16, 2021)
  • Heat Biologics Wilmington, Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Heat Biologics reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$15.3M7 Dec 31, 2024$25.2M7 Dec 31, 2023−39.1%
Accumulated depreciation$3.0M7 Dec 31, 2024$7.6M7 Dec 31, 2023−60.4%
Property and equipment, net$12.3M7 Dec 31, 2024$17.6M7 Dec 31, 2023−30.0%
Finance-lease assets$17.2M7 Dec 31, 2024$20.5M7 Dec 31, 2023−15.9%
Operating-lease assets (leased space)$4.8M7 Dec 31, 2024$6.0M7 Dec 31, 2023−20.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.0M7 Dec 31, 2024$184.9K7 Dec 31, 2023+455.9%
Marketable securities, current$135.1K7 Dec 31, 2024$2.2M7 Dec 31, 2023−93.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$198.7K7 Dec 31, 2024$909.2K7 Dec 31, 2023−78.1%

Properties, in its own words

Facilities

In November 2022, we commenced a lease that expires October 1, 2030 for 15,996 square feet of office and laboratory space in Morrisville, North Carolina for monthly rent starting at $43,655 and increasing at the rate of three percent (3%) on an annual basis up to a maximum monthly base rent of $53,693. Base rent excludes payments for maintenance of common areas and utilities. Our executive offices were located at this location of 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560. On March 7, 2025, we entered into an Assignment and Assumption of Lease (the “Lease Assignment”) with a third party assignee and our landlord pursuant to which we assigned all of our rights and obligations

The rest of Item 2

under the Morrisville, North Carolina lease. With the Lease Assignment, we have moved our principal offices to San Antonio, Texas.

In January 2018, Pelican entered into a five-year lease for 5,156 square feet of office and laboratory space located in San Antonio, Texas for monthly rent of $9,668, exclusive of payments required for maintenance of common areas and utilities. This lease expired in February 2023.

In July 2020, and amended August 2022, we entered into a lease for our Skunkworx subsidiary in North Brunswick, New Jersey for 2,725 square feet of laboratory space for monthly rent of $11,434 exclusive of payments required for utilities. The lease was amended in July 2024 to reduce the square footage to 1,425 square feet for monthly rent of $4,022 exclusive of utilities. The amended lease is set to expire in July 2025 and allows us to cancel with thirty days written notice.

The lease for our mammalian facility commenced in September 2022 and is located at 1305 E. Houston Street, Building 2, San Antonio, Texas 78205 for general office, laboratory, research, analytical, and/or biomanufacturing purposes for monthly base rent starting at $50,360 and increasing at the rate of three percent (3%) on an annual basis up to a maximum monthly base rent of $76,174. This lease is set to expire in September 2037. This lease is classified as a finance lease and we recorded a right-of-use asset and corresponding lease liability at commencement. A second lease for our microbial facility commenced in May 2023 and is located at 1305 E. Houston Street, Building 7, San Antonio, Texas 78205 for biomanufacturing purposes for monthly base rent starting at $21,445 and increasing at the rate of three percent (3%) on an annual basis up to a maximum base rent of $32,436. This lease is set to expire in March 2038. This lease is classified as a financial lease and we recorded a right-of-use asset and corresponding lease liability at commencement. A third lease for our warehouse facility commenced in December 2023 and is located at 12625 Wetmore Road, Suite 301, San Antonio, Texas 78247 for biomanufacturing purposes for monthly base rent starting at $19,479 and increasing at the rate of four percent (4%) on an annual basis up to a maximum base rent of $23,699. This lease is set to expire in March 2038. This lease is classified as an operating lease and we recorded a right-of-use asset and corresponding lease liability at commencement.

We believe our existing properties are adequate for our current needs.

Item 2 of the 10-K filed Apr 30, 2025.17

The story

In 2008, Heat Biologics was founded by Jeff Wolf and Eckhard Podack, in conjunction with the University of Miami and Seed-One Ventures. The company relocated to North Carolina in 2011. NCBiotech provided $225,000 of initial funding the same year.

On July 24, 2013, Heat Biologics stock went public on NASDAQ under ticker symbol HTBX.

In 2017, Heat Biologics acquired an 80% controlling interest in Pelican Therapeutics.

In 2019, the company moved its headquarters to Morrisville, North Carolina.

In 2020, the Miller School of Medicine at the University of Miami collaborated with Heat Biologics to develop a COVID-19 vaccine using gp-96 to express antigens associated with COVID-19.

In 2021, Heat Biologics began Phase 2 clinical trials for a new non-small cell lung cancer treatment (HS-110). It also initiated a Phase 1 trial for HS-130, its off-the-shelf cell line engineered to stimulate T-cells to assist in immune response to disease.

The company changed its name to NightHawk Biosciences in 2022.In 2024, the company restructured, dropping its R&D efforts and shifting to a contract development and manufacturing organization.In December 2025, the company's manufacturing and development assets were sold to Tivic Health Systems.

From Wikipedia’s article on Scorpius Holdings, shared under CC BY-SA 4.0.6

Leadership

Who has led Heat Biologics, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jeffrey Alan Wolf2013–2024

Chief financial officer

  1. Matthew E. Czajkowski2013–2014
  2. Stephen J. Dipalma2015
  3. Timothy J. Creech2015
  4. William L. Ostrander2021–2022

Chief operating officer

  1. Jeff Tobin Hutchins2017–2020
2010201520202025
Board members and other officers (17)

Products and brands

HS-110

HS-110, also called viagenpumatucel-L, is in Phase II in NSCLC, in combination with cyclophosphamide. Another Phase I study is combining HS 110 with nivolumab and other checkpoint inhibitors.Development on HS-110 was halted in November 2022.

HS-130

HS-130 is in Phase I clinical trial for patients with solid tumors. HS-130 is an allogeneic (“off-the-shelf”) cell line engineered to express OX40 ligand fusion protein (OX40L-Fc). OX40 ligand is a key co-stimulator of T cells that augments antigen-specific CD8+ T cell responses.

COVID-19 Vaccine

The company initiated a COVID-19 vaccine collaboration with the University of Miami in March 2020 using their gp96 platform which activates the human immune system to combat infectious diseases with the potential of generating long-term immune responses.

PTX-35

PTX-35 was in Phase I clinical trial for patients with solid tumors. PTX-35 was a potential first-in-class T cell co-stimulator targeting TNFRSF25 (Death Receptor 3). Favorable safety profile was demonstrated in mice and non-human primates. PTX-35's development plan focused on cancer immunotherapy.Development on PTX-35 was halted in November 2022.

From Wikipedia’s article on Scorpius Holdings, shared under CC BY-SA 4.0.6

Former names

  • NightHawk Biosciences, Inc.May 3, 2022 to Jan 30, 20245
  • HEAT BIOLOGICS, INC.Nov 18, 2009 to Apr 25, 20225

Timeline

  1. Apr 24, 20268-K Executive or director change40
  2. Apr 8, 20268-K Executive or director change41
  3. Mar 19, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares42
  4. Mar 10, 20268-K Completed an acquisition or sale; Debt or obligation accelerated43
  5. Jan 29, 20268-K Completed an acquisition or sale; Debt or obligation accelerated44
  6. Jan 13, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares45
  7. Dec 3, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares46
  8. Dec 2, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares47
  9. Nov 25, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares48
  10. Nov 17, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares49
  11. Oct 21, 20258-K Other events50
  12. Oct 8, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares51
  13. Jul 24, 2013Went public Listed on NASDAQ1
  14. Jul 23, 2013New chief executive Jeffrey Alan Wolf becomes CEO18
  15. 2008Founded Founded1

Calendar

When it reported results

  1. May 1, 2025Reported quarterly or annual results52
  2. Nov 14, 2024Reported quarterly or annual results53
  3. Aug 1, 2024Reported quarterly or annual results54
  4. May 29, 2024Reported quarterly or annual results55
  5. May 13, 2024Reported quarterly or annual results56
  6. Apr 29, 2024Reported quarterly or annual results57
  7. Mar 7, 2024Reported quarterly or annual results58
  8. Nov 20, 2023Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

225 filings to the SEC since October 2021: 4 annual reports, 13 quarterly reports, 113 major events, 16 insider forms, 13 large holders, 3 private raises, 63 other. The latest 20:

  1. Apr 24, 20268-K EDGAR
  2. Apr 8, 20268-K EDGAR
  3. Mar 19, 20268-K EDGAR
  4. Mar 10, 20268-K/A EDGAR
  5. Feb 17, 202610-Q EDGAR
  6. Feb 5, 2026SCHEDULE 13G/A EDGAR
  7. Jan 29, 20268-K EDGAR
  8. Jan 13, 20268-K EDGAR
  9. Jan 12, 202610-Q EDGAR
  10. Dec 3, 20258-K EDGAR
  11. Dec 2, 20258-K EDGAR
  12. Nov 25, 20258-K EDGAR
  13. Nov 18, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  14. Nov 17, 20258-K EDGAR
  15. Nov 12, 2025SCHEDULE 13G/A EDGAR
  16. Oct 21, 20258-K EDGAR
  17. Oct 8, 20258-K EDGAR
  18. Oct 1, 20258-K EDGAR
  19. Sep 24, 20258-K EDGAR
  20. Sep 19, 20258-K EDGAR

The 225 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • 3i, LPSCHEDULE 13G/A, 6 filings Sep 26, 2024 to Feb 5, 202660
  • Ramnarain Joseph JaigobindSC 13G, 1 filing Sep 6, 202461
  • Jeffrey Alan WolfSC 13D/A, 6 filings Dec 16, 2021 to May 21, 202462

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$15.0M 2024–2025
Money received by yearMoney received by year, 2024–2025: $15.0M in all. Private raises (Form D) $15.0M.$0$5M$10M$15M2024 · Private raises (Form D): $13.4M20242025 · Private raises (Form D): $1.6M2025
Figures by year
YearPrivate raises (Form D)Total
2025$1.6M$1.6M
2024$13.4M$13.4M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 12, 2025Raised $1 million in a private offering of debt63 Form D: 1 investor so far Form D
  2. Jan 30, 2025Raised $600,000 in a private offering of debt64 Form D: 1 investor so far Form D
  3. Dec 6, 2024Raised $13.4 million in a private offering of debt65 Form D: 2 investors so far Form D

SEC filer profile

How Heat Biologics is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARScorpius Holdings, Inc.2
  • CIK0001476963
  • Employer ID (EIN)26-284410317
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)2834 Pharmaceutical Preparations2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business address1305 E. Houston Street, Building 2, San Antonio, TX 782052
  • Phone919-240-71332
  • Shares outstanding61,142,712 as of Feb 17, 202616
  • Public float$2.9M as of Jun 30, 202417
  • AuditorBDO USA, P.C., Raleigh, NC PCAOB ID 243; no auditor attestation of internal control over financial reporting17
  • On EDGAR sinceNov 18, 20092
  • Filings781 in all: 8-K (305), 4 (91), CORRESP (46), 10-Q (38), 3 (23), 424B3 (21), S-1/A (21), 424B5 (18)2
    All 50 form types

    UPLOAD (17), EFFECT (16), DEF 14A (14), SC 13D/A (13), 10-K (12), S-8 (11), SC 13G (11), SC 13G/A (11), S-1 (9), S-3 (8), 424B4 (7), D (7), PRE 14A (7), 8-A12B/A (6), 8-K/A (6), DEFA14A (6), FWP (6), NT 10-Q (6), 424B2 (4), CT ORDER (4), SCHEDULE 13G/A (4), 8-A12B (3), SC 13D (3), 10-K/A (2), 10-Q/A (2), 4/A (2), ARS (2), NT 10-K (2), RW (2), S-1MEF (2), S-3/A (2), 25 (1), 25-NSE (1), CERT (1), CERTNAS (1), DEFR14A (1), DRS (1), DRS/A (1), DRSLTR (1), POS AM (1), PRER14A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Apr 30, 2025
    Quarterly report (10-Q) Feb 17, 2026
    Proxy statement (DEF 14A) Dec 20, 2024
    Latest 8-K (8-K) Apr 24, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0002 par value per shareSCPXNYSE American LLC
Common Stock purchase rightsNYSE American LLC

From the cover page of the 10-K filed Apr 30, 2025 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Heat Biologics names in Item 1A of its 10-K filed Apr 30, 2025: 45 risks under these headings, as written.17

  • Investors should carefully consider the risks described below before deciding whether to invest in our securities. If any of the following risks actually occur, our business, financial condition or results of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. Our actual results could differ materially from those anticipated in the forward-looking statements made throughout this Annual Report a result of different factors, including the risks we face described below.
  • Risks Relating to our Financial Position and Capital Requirements
  • We have not generated, and do not anticipate generating, significant revenue in the near future.
  • If we do not generate sufficient revenue from operations, we will need to raise additional capital to support our long-term business plans and our failure to obtain funding when needed may force us to delay, reduce, or eliminate our development programs or commercialization efforts.
  • Our current cash is anticipated to be sufficient to fund operations through April 2025. We expect that we will need additional future financing which may not be available on acceptable terms, if at all.
  • Our financial statements have been prepared assuming that we will continue as a going concern.
  • We have incurred net losses every year since our inception and expect to continue to generate operating losses and it is uncertain whether we will achieve profitability.
  • We identified material weaknesses in our internal control over financial reporting and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.
  • Certain of our convertible notes have restrictive covenants that prohibit us from engaging in certain finaning activities.
  • Certain of our convertible notes are secured by our assets and the assets of our subsidiaries, and a default thereunder could result in us losing the pledged assets.
  • We may be unable to attract a satisfactory strategic alternative.
  • Risks Related to Our Company
The other 35 risks
  • We have a limited operating history conducting commercial development of bioanalytics, process development and manufacturing activities.
  • We depend on spending and demand from our customers for our contract development and manufacturing services and any reduction in spending or demand could have a material adverse effect on our business.
  • To date, our revenues have come from a limited number of customers.
  • We generally do not have long-term CDMO customer contracts.
  • All of our manufacturing services are conducted at our facility situated in San Antonio, Texas, which increases our exposure to significant disruption to our business as a result of unforeseeable developments in a single geographic area.
  • The operations of our business and our suppliers’ businesses could be subject to business interruptions.
  • We rely on third parties to supply most of the necessary raw materials and supplies for the products we manufacture on behalf of our customers and our inability to obtain such raw materials or supplies may adversely impact our business, financial condition, and results of operations.
  • Our manufacturing services are highly complex, and if we are unable to provide quality and timely services to our customers, our business could suffer.
  • Our revenues and profitability are dependent upon our customers’ ability to receive and maintain regulatory approval for their product candidates.
  • Our use of hazardous and biological materials could result in us being liable for damages.
  • Certain members of our management team serve as executive officers of the entity that owns Elusys Therapeutics, which may give rise to potential conflicts of interest.
  • It may be difficult to enforce a judgment of a U.S. court against one of our directors who resides outside of the U.S., or to serve process on such director.
  • We may incur substantial liabilities in connection with our CDMO services.
  • Risks Related to Regulatory Approval and Commercialization
  • Failure to comply with existing and future regulatory requirements for our CDMO could adversely affect our business, financial condition, and results of operations.
  • Any failure to maintain the security of information relating to our customers, employees and suppliers could expose us to litigation, government enforcement actions and costly response measures, and could disrupt our operations and harm our reputation.
  • Our operating results may be adversely affected by fluctuations in foreign currency exchange rates and restrictions on the deployment of cash across global operations.
  • We could be adversely affected by violations of U.S. and worldwide anti-bribery laws.
  • Risks Related to Intellectual Property
  • We have limited protection for our intellectual property, which could impact our competitive position.
  • We may be found to infringe upon third-party intellectual property rights of others.
  • General Risk Factors
  • Our failure to meet the continued listing requirements of the NYSE American has resulted in suspension of trading on the NYSE American and is expected to result in a de-listing of our common stock.
  • Future delisting of our common stock from the NYSE American is expected to adversely affect our business, financial condition, and liquidity.
  • We rely extensively on our information technology systems and are vulnerable to damage and interruption.
  • Changes in general economic conditions, geopolitical conditions, trade policies, including tariff and customs regulations, monetary policies and other factors beyond our control may adversely impact our business and operating results.
  • We may not successfully effect our intended expansion, which would harm our business prospects.
  • Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future.
  • We rely on key executive officers and scientific and medical advisors, and their knowledge of our business and technical expertise would be difficult to replace.
  • If we are unable to hire additional qualified personnel, our ability to grow our business may be harmed.
  • We are a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
  • The possible issuance of common stock subject to convertible debt, options, restricted stock units and warrants may dilute the interests of stockholders.
  • We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.
  • Certain provisions of the Delaware General Corporation Law, our bylaws and stockholder rights plan may have anti-takeover effects that may make an acquisition of our company more difficult.
  • Our second amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain types of state actions that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • Future sales of our common stock by our existing stockholders could cause our stock price to decline.
  • Our shares of common stock are from time to time thinly traded, so stockholders may be unable to sell at or near ask prices or at all.
  • Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our common stock price and trading volume.

Legal proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.17

Sources

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