SC&H Capital, a leading investment banking and advisory firm, is pleased to announce that its client, Scorpius Holdings, Inc. (“Scorpius” or the “Company”), has sold certain assets of its subsidiary, Scorpius BioManufacturing, to Tivic Health Systems, Inc. (“Tivic”), (Nasdaq: TIVC), a diversified therapeutics company focused on advancing biologic immunotherapies.
The Company, through its Scorpius BioManufacturing subsidiary, delivers integrated, end-to-end solutions spanning process and analytical development through clinical-stage and small-scale commercial cGMP manufacturing for protein-based therapeutics. To support these capabilities, the Company developed state-of-the-art facilities designed for both mammalian cell culture and microbial fermentation modalities. Following the completion of the build-out, the Company generated a strong backlog in its first full year of operations.
Despite this early momentum, a broader downturn in biopharma funding constrained capital availability across the sector, including for the Company and its clients. These market conditions limited advancement beyond process development and created near-term liquidity challenges.
SC&H Capital was engaged by the secured creditor, which had made a significant investment in the facilities but was no longer willing to continue funding under the existing capital structure. SC&H Capital was tasked with marketing the assets and equity of the subsidiary under an accelerated timeline.
SC&H Capital promptly launched a comprehensive global marketing process, contacting several hundred potential buyers and managing an intensive and highly complex diligence effort. Over the course of several weeks, a strategic client of Scorpius—one with a strong interest in ensuring the continued operation of the facilities—emerged as the leading bidder. Following multiple rounds of negotiations, the parties reached an agreement that included $16 million of secured debt financing to support the asset acquisition, along with up to $75 million in preferred convertible equity to fund future therapeutic commercialization and growth initiatives.
“This transaction delivered an exceptional outcome for all stakeholders involved,” said Matt LoCascio, Principal at SC&H. “Despite challenging market conditions and a highly compressed timeline, our team was able to structure a solution that preserved a world-class manufacturing platform, enabled continued innovation, and positioned the business for long-term growth.”
The acquisition and financing package enables Tivic to accelerate the commercialization of its lead biologic, continue providing contract development and manufacturing services to third-party customers, and retain employment for more than 50 skilled professionals.
About SC&H Capital
SC&H Capital is an investment banking and advisory firm specializing in mergers and acquisitions (M&A), employee stock ownership plans (ESOP), distressed M&A, capital raises, financial restructurings, and business valuations for middle-market companies nationally. SC&H Capital delivers services across numerous industries including technology, healthcare, manufacturing, consumer, business and professional services, and government contracting. We are recognized for delivering relevant market insights and tailored solutions to help owners achieve their true strategic value. To learn more, visit www.schcapital.com.
