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. (Nasdaq: TIVC), a diversified therapeutics company focused on advancing biologic immunotherapies.
The Company, primarily through its Scorpius BioManufacturing subsidiary, provides end-to-end services from process and analytical development through clinical-stage and small-scale commercial cGMP manufacturing for protein modalities. The Company built state-of-the-art facilities supporting both mammalian cell culture and microbial fermentation modalities. Following the build-out, the Company generated a robust backlog in its first full year of operations. However, a broader biopharma funding downturn constrained capital availability for both the Company and its clients, limiting progression beyond process development and creating cash flow challenges.
The secured creditor had invested a substantial amount of money in the facilities, but was not willing to continue to do so in the current capital structure. SC&H Capital was retained to market the assets and equity of the subsidiary in an accelerated timeline. If no bids were received, the secured creditor would hold a UCC Article 9 sale and take back its collateral.
SC&H Capital immediately contacted several hundred potential buyers from around the globe and managed a very complex diligence process for interested parties. Over the course of several weeks, a client of Scorpius that had a vested interest in seeing the facilities continue to operate emerged as a front-runner. Through several rounds of negotiations, a deal was reached where the secured creditor would provide $16mm of debt financing for the purchase of the assets and up to $75mm in preferred convertible equity available for future therapeutics commercialization and growth initiatives. The acquisition and financing package allows the buyer to accelerate the commercialization of its lead biologic and continue to provide contract development and manufacturing services for other companies, while maintaining employment for over 50 individuals.
