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SCPX • CIK 0001476963
Overview We are a contract development and manufacturing organization (“CDMO”) that provides a comprehensive range of biologics manufacturing services from process development to Current Good Manufacturing Practices (“CGMP”) clinical and commercial manufacturing of biologics for the biotechnology and biopharmaceutical industries. We pair CGMP biomanufacturing and quality control expertise with cutting edge capabilities in immunoassays, molecular assays, and bioanalytical methods to support the production of cell- and gene-based therapies as well as large molecule biologics. Our services include clinical and commercial drug substance manufacturing, release and stability testing and variety of process development services, including upstream and downstream development and optimization, analytical method development, as well as cell line development, testing and characterization. Our San Antonio, TX facility commenced operations in September 2022. During 2023, our priorities shifted to biomanufacturing capabilities, resulting in a refocusing of resources towards biomanufacturing efforts and away from research and biodefense efforts as well as divestment of clinical stage oncology assets including HS-110 and PTX-35. We intend to continue discovery efforts of our subsidiary, Skunkworx Bio, Inc. (“Skunkworx”), if we have sufficient resources. Recent Developments NYSE American Delisting Notification Our shares of common stock are currently suspended from tading on the NYSE American and are currently trading on the OTC Markets Pink Limited exchange; however, they remain listed on the NYSE American, pending a review of the staff’s determination to delist our common stock and appeal of its determination. There can be no assurance that the appeal will be successful. On April 21, 2025, we received notice from the NYSE Regulation that it had suspended trading of our common stock and determined to commence proceedings to delist our common stock from the NYSE American as a result of its determination that we are no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of our common stock. Although we had a right to a review of the staff’s 4 Table of Contents determination to delist our common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American, we did not request a review of the staff’s determination or appeal this determination. Therefore, we expect that the NYSE American will apply to the Securities and Exchange Commission to delist our common stock pending completion of applicable procedures in the next few days. We have filed an application to list our common stock on the Nasdaq Capital Market (the “Nasdaq”). We do not currently meet the initial listing requirements of the Nasdaq and there can be no assurance that we will meet the initial listing requirements of the Nasdaq. On April 16, 2025, we received a notice from the NYSE Regulation stating that we are not in compliance with the continued listing standards of the NYSE American LLC under the timely filing criteria included in Section 1007 of the NYSE American Company Guide because we failed to timely file our Annual Report on Form 10-K for the year ended December 31, 2024, which was due to be filed with the Securities and Exchange Commission no later than April 15, 2025. We believe that the filing of our Annual Report on Form 10-K for the year ended December 31, 2024 will satisfy the late filing notification; however, it will not satisfy our other deficiencies. Appointment of Director On March 3, 2025, we increased the size of our Board of Directors to five members and appointed Tan Sze Thuan to serve as a director. We believe that Mr. Thaun’s experience can provide strong support to our international financing and expansion opportunities. Mr. Thuan is the founder and Chief Executive Officer of World Total Logistics Sdn Bhd, a Malaysian logistics company engaged in the shipping, total logistics company, freight forwarding, trucking, warehousing and distribution industry. Mr. Thuan will receive the standard compensation available to the Company’s current non-employee directors. Exploration of Strategic Alternatives On February 26, 2025, we announced that we had engaged Alliance Global Partners to assist in exploring strategic alternatives.…