true
This Form 8-K/A amends the Current Report on Form 8-K, dated December 10, 2025 and filed on January 29, 2026 (the "Form 8-K") with respect to the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations and comprehensive loss as of and for the six months ended June 30, 2025 contained in Item 9.01(b). As those financial statements were the most recent financial statements filed as of January 29, 2026, the purpose of this amendment is to replace those financial statements in their entirety with the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations and comprehensive loss as of and for the nine months ended September 30, 2025. No other changes have been made to the Form 8-K.
0001476963
0001476963
2025-12-10
2025-12-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
December 10, 2025
Scorpius Holdings, Inc.
(Exact name of registrant as specified in
charter)
| Delaware |
001-35994 |
26-2844103 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1305
East Houston Street |
|
| San
Antonio, TX |
78205 |
| (Address of principal executive offices) |
(zip code) |
(726) 201-5050
(Registrant’s telephone number including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ¨ |
|
If an emerging growth company, indicate by
checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory
Note
This
Form 8-K/A amends the Current Report on Form 8-K, dated December 10, 2025 and filed on January 29, 2026 (the “Form 8-K”)
with respect to the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements
of operations and comprehensive loss as of and for the six months ended June 30, 2025 contained in Item 9.01(b). As those financial statements
were the most recent financial statements filed as of January 29, 2026, the purpose of this amendment is to replace those financial statements
in their entirety with the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements
of operations and comprehensive loss as of and for the nine months ended September 30, 2025. No other changes have been made to the Form
8-K.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On
December 10, 2025, certain assets of Scorpius Holdings, Inc. or its subsidiaries (collectively, the “Company”) were foreclosed
upon (the “Disposed Assets”) as a result of a foreclosure sale pursuant to Article 9 of the Uniform Commercial Code conducted
by the collateral agent (the “Collateral Agent”) on behalf of the holders of the senior secured convertible notes, dated as
of December 6, 2024, issued by the Company in the aggregate original principal amount of $13,388,889 and non-convertible secured promissory
notes issued by the Company in the aggregate principal amount of $9,841,765 (collectively, the “Secured Notes”). The Disposed
Assets comprised substantially all non-cash assets of the Company and related to the Company’s CDMO and research and development
activities and subsidiaries, which were encumbered by the Secured Notes and related security agreements.
The sale of the
Disposed Assets constituted a disposition of a significant amount of assets for the purposes of Item 2.01 of Form 8-K. Accordingly,
the pro forma financial information required by Item 9.01 is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement. |
The information
set forth under Item 2.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma
financial information.
The following unaudited
pro forma consolidated financial information (the “Pro Forma Information”) has been prepared to illustrate the estimated effects
of the disposition of the Disposed Assets as if the transaction had occurred on:
| · | January 1, 2025, for the unaudited pro forma condensed consolidated balance sheet and unaudited pro
forma condensed consolidated statements of operations and comprehensive loss as of and for the nine months ended September 30, 2025; |
| · | January 1, 2024, for the unaudited pro forma consolidated statements of operations and comprehensive loss
for the year ended December 31, 2024; and |
| · | January 1, 2023, for the unaudited pro forma consolidated statements of operations and comprehensive loss
for the year ended December 31, 2023. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
| 99.1 |
|
Unaudited Pro Forma Consolidated Financial Information |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: March 10, 2026 |
SCORPIUS
HOLDINGS, INC. |
| |
|
| |
|
|
| |
By: |
/s/ Jeffrey Wolf |
| |
Name: |
Jeffrey
Wolf |
| |
Title: |
Chairman,
President and Chief Executive Officer |
Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION
Description of the Transaction
On December 10, 2025, Scorpius Holdings,
Inc. (the “Company”) lost ownership of certain assets (the “Disposed Assets”) as a result of a foreclosure sale
pursuant to Article 9 of the Uniform Commercial Code conducted by 3i, LP in its capacity as collateral agent for certain secured notes
and related security agreements.
The Disposed Assets comprised substantially
all non-cash assets related to the Company’s CDMO and research and development activities and subsidiaries, which were encumbered
by the secured notes and related security agreements. The collateral agent used the $15.2 million net proceeds from the foreclosure sale
to partially settle the Company’s secured debt with a balance of $30.2 million immediately prior to the December 10, 2025 closing.
Employment of all CDMO employees terminated
on December 10, 2025, and a majority of those former CDMO employees joined Velocity Bioworks, Inc., a wholly owned subsidiary of Tivic
Health Systems, Inc. and buyer of the Disposed Assets.
The transaction meets the requirements for
discontinued operations presentation and disclosure.
Basis of Pro Forma Presentation
The following unaudited pro forma consolidated
financial information has been prepared to illustrate the estimated effects of the disposition of the Disposed Assets as if the transaction
had occurred on:
- January 1, 2025 for the unaudited
pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations and comprehensive
loss as of and for the nine months ended September 30, 2025
- January 1, 2024 for the unaudited
pro forma consolidated statements of operations and comprehensive loss for the year ended December 31, 2024
- January 1, 2023 for the unaudited
pro forma consolidated statements of operations and comprehensive loss for the year ended December 31, 2023
The pro forma financial information is presented for illustrative
purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the
disposition occurred on the assumed dates above and reflects only adjustments that are directly attributable to the foreclosure sale,
factually supportable, and, with respect to the statements of operations, expected to have a continuing impact, in accordance with Article
11 of Regulation S-X. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together
with the Company’s audited consolidated financial statements and the notes thereto as of and for the years ended December 31, 2024
and 2023, and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2024, as well as the Company’s unaudited condensed consolidated financial statements and the notes thereto as of and
for the nine months ended September 30, 2025, and Management’s Discussion and Analysis included in the Company’s Quarterly
Report on Form 10-Q for the nine months ended September 30, 2025.
SCORPIUS HOLDINGS, INC.
Unaudited Pro Forma Condensed Consolidated Balance
Sheet
| | |
| | |
| | |
| |
| | |
September 30, 2025 | |
|
|
Previously
Reported |
|
|
Pro Forma
Adjustments |
|
|
Pro Forma
Adjusted |
|
| Current Assets | |
| | | |
| | | |
| | |
| Cash
and cash equivalents | |
$ | 581,608 | | |
$ | — | | |
$ | 581,608 | |
| Short-term
investments | |
| 19,178 | | |
| — | | |
| 19,178 | |
| Accounts receivable | |
| 179,887 | | |
| — | | |
| 179,887 | |
| Prepaid expenses
and other current assets | |
| 1,137,478 | | |
| (1,050,504 | )(a) | |
| 86,974 | |
| Inventory
- raw materials | |
| 203,483 | | |
| (203,483 | )(b) | |
| — | |
| Total Current Assets | |
| 2,121,634 | | |
| (1,253,987 | ) | |
| 867,647 | |
| | |
| | | |
| | | |
| | |
| Long Term Assets | |
| | | |
| | | |
| | |
| Property and
equipment, net | |
| 8,403,597 | | |
| (8,403,597 | )(c) | |
| — | |
| Operating
lease right-of-use asset | |
| 577,705 | | |
| (577,705 | )(d) | |
| — | |
| Finance lease
right-of-use asset | |
| 9,571,213 | | |
| (9,571,213 | )(e) | |
| — | |
| Deposits | |
| 96,826 | | |
| (96,826 | )(f) | |
| — | |
| Total
Assets | |
$ | 20,770,975 | | |
$ | (19,903,328 | ) | |
$ | 867,647 | |
| | |
| | | |
| | | |
| | |
| Liabilities and Stockholders'
Deficit | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | | |
| | |
| Accounts payable | |
$ | 5,087,024 | | |
$ | — | | |
$ | 5,087,024 | |
| Deferred revenue | |
| 1,618,931 | | |
| — | | |
| 1,618,931 | |
| Operating
lease liability, current portion | |
| 184,943 | | |
| (184,943 | )(d) | |
| — | |
| Finance lease
liability, current portion | |
| 1,151,975 | | |
| (1,151,975 | )(e) | |
| — | |
| Accrued expenses
and other liabilities | |
| 2,881,210 | | |
| — | | |
| 2,881,210 | |
| Convertible
promissory notes payable, related party | |
| 8,862,000 | | |
| 6,318,205 | (g) | |
| 15,180,205 | |
| Non-convertible
promissory notes payable, related party | |
| 2,410,000 | | |
| (1,924,112 | )(g) | |
| 485,888 | |
| Total Current Liabilities | |
| 22,196,083 | | |
| 3,057,175 | | |
| 25,253,258 | |
| | |
| | | |
| | | |
| | |
| Long Term Liabilities | |
| | | |
| | | |
| | |
| Operating
lease liability, net of current portion | |
| 555,936 | | |
| (555,936 | )(d) | |
| — | |
| Finance lease
liability, net of current portion | |
| 4,951,684 | | |
| (4,951,684 | )(e) | |
| — | |
| Warrants | |
| 46,000 | | |
| — | | |
| 46,000 | |
| Total
Liabilities | |
| 27,749,703 | | |
| (2,450,445 | ) | |
| 25,299,258 | |
| | |
| | | |
| | | |
| | |
| Stockholders' Deficit | |
| | | |
| | | |
| | |
| Common stock, $0.0002 par value;
250,000,000 shares authorized, 61,142,712 shares issued and outstanding at September 30, 2025 | |
| 12,229 | | |
| — | | |
| 12,229 | |
| Additional
paid-in capital | |
| 301,508,976 | | |
| — | | |
| 301,508,976 | |
| Accumulated
deficit | |
| (302,957,937 | ) | |
| (18,479,771 | )(h) | |
| (321,437,708 | ) |
| Accumulated
other comprehensive income | |
| 107,036 | | |
| — | | |
| 107,036 | |
| Total Scorpius Holdings,
Inc. Stockholders' Deficit | |
| (1,329,696 | ) | |
| (18,479,771 | ) | |
| (19,809,467 | ) |
| Non-Controlling
Interest | |
| (5,649,032 | ) | |
| 1,026,888 | | |
| (4,622,144 | ) |
| Total
Stockholders' Deficit | |
| (6,978,728 | ) | |
| (17,452,883 | ) | |
| (24,431,611 | ) |
| | |
| | | |
| | | |
| | |
| Total
Liabilities and Stockholders' Deficit | |
$ | 20,770,975 | | |
$ | (19,903,328 | ) | |
$ | 867,647 | |
| | |
| | | |
| | | |
| | |
SCORPIUS HOLDINGS, INC.
Unaudited Pro Forma Condensed Consolidated Statements
of Operations and Comprehensive Loss
| | |
| | |
| | |
| |
| | |
Nine Months Ended September 30, 2025 | |
| | |
Previously
Reported | | |
Pro
Forma
Adjustments | (j) | |
Pro Forma
Adjusted | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 669,640 | | |
$ | (669,640 | ) | |
$ | — | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Cost of revenues | |
| 735,185 | | |
| (735,185 | ) | |
| — | |
| Research and
development | |
| 8,423,716 | | |
| (8,250,208 | ) | |
| 173,508 | |
| Selling, general
and administrative | |
| 9,347,101 | | |
| (4,494,156 | ) | |
| 4,852,945 | |
| Loss on lease
assignment and termination | |
| 5,733,298 | | |
| (4,132,767 | ) | |
| 1,600,531 | |
| Loss on disposal
of long-lived assets | |
| 721,564 | | |
| — | | |
| 721,564 | |
| Total
operating expenses | |
| 24,960,864 | | |
| (17,612,316 | ) | |
| 7,348,548 | |
| | |
| | | |
| | | |
| | |
| Operating
loss | |
| (24,291,224 | ) | |
| 16,942,676 | | |
| (7,348,548 | ) |
| | |
| | | |
| | | |
| | |
| Interest income | |
| 1,565 | | |
| — | | |
| 1,565 | |
| Interest expense | |
| (575,163 | ) | |
| 561,389 | | |
| (13,774 | ) |
| Loss on settlement
of related party receivable | |
| (780,000 | ) | |
| — | | |
| (780,000 | ) |
| Loss on extinguishment
of warrant liability | |
| (279,000 | ) | |
| — | | |
| (279,000 | ) |
| Loss on debt
extinguishment | |
| (2,647,000 | ) | |
| 661,750 | (j) | |
| (1,985,250 | ) |
| Change in
fair value of warrant liability | |
| 2,331,000 | | |
| — | | |
| 2,331,000 | |
| Change in
fair value of related party receivable | |
| 230,000 | | |
| — | | |
| 230,000 | |
| Change in
fair value of non-convertible promissory notes, related party | |
| 1,300,000 | | |
| (1,200,000 | )(k) | |
| 100,000 | |
| Change in
fair value of convertible promissory notes, related party | |
| 7,791,321 | | |
| (1,630,330 | )(l) | |
| 6,160,991 | |
| Other income,
net | |
| 112,344 | | |
| 1,643 | | |
| 113,987 | |
| Total
non-operating income | |
| 7,485,067 | | |
| (1,605,548 | ) | |
| 5,879,519 | |
| | |
| | | |
| | | |
| | |
| Net loss before income taxes | |
| (16,806,157 | ) | |
| 15,337,128 | | |
| (1,469,029 | ) |
| Income
tax benefit | |
| — | | |
| — | | |
| — | |
| Net loss | |
| (16,806,157 | ) | |
| 15,337,128 | | |
| (1,469,029 | ) |
| Net
loss - non-controlling interest | |
| (1,026,890 | ) | |
| 1,026,890 | | |
| — | |
| Net loss
attributable to Scorpius Holdings, Inc. | |
$ | (15,779,267 | ) | |
$ | 14,310,238 | | |
$ | (1,469,029 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-average common shares
outstanding, basic and diluted | |
| 38,667,703 | | |
| — | | |
| 38,667,703 | |
| | |
| | | |
| | | |
| | |
| Net loss
per common share attributable to Scorpius Holdings, Inc., basic and diluted | |
$ | (0.41 | ) | |
$ | 0.37 | | |
$ | (0.04 | ) |
| | |
| | | |
| | | |
| | |
| Comprehensive loss | |
| | | |
| | | |
| | |
| Net loss | |
$ | (16,806,157 | ) | |
$ | 15,337,128 | | |
$ | (1,469,029 | ) |
| Unrealized
loss on foreign currency translation | |
| (117,074 | ) | |
| — | | |
| (117,074 | ) |
| Total comprehensive loss | |
| (16,923,231 | ) | |
| 15,337,128 | | |
| (1,586,103 | ) |
| Comprehensive
loss attributable to non-controlling interest | |
| (1,026,890 | ) | |
| 1,026,890 | | |
| — | |
| Comprehensive
loss - Scorpius Holdings, Inc. | |
$ | (15,896,341 | ) | |
$ | 14,310,238 | | |
$ | (1,586,103 | ) |
SCORPIUS HOLDINGS, INC.
Unaudited Pro Forma Consolidated Statements
of Operations and Comprehensive Loss
| | |
| | |
| | |
| |
| | |
Year Ended December 31, 2024 | |
| | |
Previously | | |
Pro Forma | | |
Pro Forma | |
| | |
Reported | | |
Adjustments | (j) | |
Adjusted | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 6,243,022 | | |
$ | (6,210,522 | ) | |
$ | 32,500 | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Cost of revenues | |
| 3,196,245 | | |
| (3,196,245 | ) | |
| — | |
| Research and
development | |
| 14,326,918 | | |
| (13,509,084 | ) | |
| 817,834 | |
| Selling, general
and administrative | |
| 21,570,874 | | |
| (12,299,133 | ) | |
| 9,271,741 | |
| Loss on impairment
of long-lived assets | |
| 1,939,246 | | |
| (1,669,505 | ) | |
| 269,741 | |
| Change
in fair value of contingent earn-out receivable, related party | |
| (1,190,000 | ) | |
| — | | |
| (1,190,000 | ) |
| Total
operating expenses | |
| 39,843,283 | | |
| (30,673,967 | ) | |
| 9,169,316 | |
| | |
| | | |
| | | |
| | |
| Operating
loss | |
| (33,600,261 | ) | |
| 24,463,445 | | |
| (9,136,816 | ) |
| | |
| | | |
| | | |
| | |
| Interest income | |
| 22,230 | | |
| — | | |
| 22,230 | |
| Interest expense | |
| (953,173 | ) | |
| 937,787 | | |
| (15,386 | ) |
| Unrealized
gain on short-term investments | |
| 999 | | |
| — | | |
| 999 | |
| Change in
fair value of related party receivable | |
| (330,000 | ) | |
| — | | |
| (330,000 | ) |
| Change in
fair value of convertible promissory notes, related party | |
| 280,950 | | |
| (108,800 | )(m) | |
| 172,150 | |
| Change in
fair value of non-convertible promissory notes, related party | |
| (19,000 | ) | |
| — | | |
| (19,000 | ) |
| Change in
fair value of warrant liability | |
| 469,800 | | |
| — | | |
| 469,800 | |
| Loss on debt
extinguishment | |
| (560,000 | ) | |
| — | | |
| (560,000 | ) |
| Other income | |
| 1,107,501 | | |
| — | | |
| 1,107,501 | |
| Other
expense | |
| (746,834 | ) | |
| 566,979 | | |
| (179,855 | ) |
| Total
non-operating expense | |
| (727,527 | ) | |
| 1,395,966 | | |
| 668,439 | |
| | |
| | | |
| | | |
| | |
| Net loss before income taxes | |
| (34,327,788 | ) | |
| 25,859,411 | | |
| (8,468,377 | ) |
| Income
tax benefit | |
| — | | |
| — | | |
| — | |
| Net loss | |
| (34,327,788 | ) | |
| 25,859,411 | | |
| (8,468,377 | ) |
| Net
loss - non-controlling interest | |
| (1,519,945 | ) | |
| 1,519,945 | | |
| — | |
| Net loss
attributable to Scorpius Holdings, Inc. | |
$ | (32,807,843 | ) | |
$ | 24,339,466 | | |
$ | (8,468,377 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-average common shares
outstanding, basic and diluted | |
| 2,515,742 | | |
| — | | |
| 2,515,742 | |
| | |
| | | |
| | | |
| | |
| Net loss
per common share attributable to Scorpius Holdings, Inc., basic and diluted | |
$ | (13.04 | ) | |
$ | 9.67 | | |
$ | (3.37 | ) |
| | |
| | | |
| | | |
| | |
| Comprehensive loss | |
| | | |
| | | |
| | |
| Net loss | |
$ | (34,327,788 | ) | |
$ | 25,859,411 | | |
$ | (8,468,377 | ) |
| Unrealized
gain on foreign currency translation | |
| 175,233 | | |
| — | | |
| 175,233 | |
| Total comprehensive loss | |
| (34,152,555 | ) | |
| 25,859,411 | | |
| (8,293,144 | ) |
| Comprehensive
loss attributable to non-controlling interest | |
| (1,519,945 | ) | |
| 1,519,945 | | |
| — | |
| Comprehensive
loss - Scorpius Holdings, Inc. | |
$ | (32,632,610 | ) | |
$ | 24,339,466 | | |
$ | (8,293,144 | ) |
SCORPIUS HOLDINGS, INC.
Unaudited Pro Forma Consolidated Statements
of Operations and Comprehensive Loss
| | |
| | |
| | |
| |
| | |
Year
Ended December 31, 2023 | |
| | |
Previously
Reported | | |
Pro
Forma
Adjustments | (j) | |
Pro
Forma
Adjusted | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 6,994,838 | | |
$ | (6,892,338 | ) | |
$ | 102,500 | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Cost of revenues | |
| 2,736,998 | | |
| (2,736,998 | ) | |
| — | |
| Research
and development | |
| 20,119,791 | | |
| (15,391,763 | ) | |
| 4,728,028 | |
| Selling,
general and administrative | |
| 26,170,221 | | |
| (12,964,297 | ) | |
| 13,205,924 | |
| Total
operating expenses | |
| 49,027,010 | | |
| (31,093,058 | ) | |
| 17,933,952 | |
| | |
| | | |
| | | |
| | |
| Operating
loss | |
| (42,032,172 | ) | |
| 24,200,720 | | |
| (17,831,452 | ) |
| | |
| | | |
| | | |
| | |
| Interest
income | |
| 457,189 | | |
| — | | |
| 457,189 | |
| Interest
expense | |
| (776,838 | ) | |
| 758,011 | | |
| (18,827 | ) |
| Unrealized
gain on short-term investments | |
| 123,044 | | |
| — | | |
| 123,044 | |
| Other
(expense) income | |
| (104,822 | ) | |
| 124,088 | | |
| 19,266 | |
| Total
non-operating expense | |
| (301,427 | ) | |
| 882,099 | | |
| 580,672 | |
| | |
| | | |
| | | |
| | |
| Net loss from continuing operations
before income taxes | |
| (42,333,599 | ) | |
| 25,082,819 | | |
| (17,250,780 | ) |
| Income
tax benefit from continuing operations | |
| 571,120 | | |
| — | | |
| 571,120 | |
| Net loss
from continuing operations | |
| (41,762,479 | ) | |
| 25,082,819 | | |
| (16,679,660 | ) |
| Net loss
from discontinued operations before income taxes | |
| (5,005,518 | ) | |
| — | | |
| (5,005,518 | ) |
| Income
tax expense from discontinued operations | |
| (65,189 | ) | |
| — | | |
| (65,189 | ) |
| Net loss
from discontinued operations | |
| (5,070,707 | ) | |
| — | | |
| (5,070,707 | ) |
| Net loss | |
| (46,833,186 | ) | |
| 25,082,819 | | |
| (21,750,367 | ) |
| Net
loss - non-controlling interest | |
| (1,616,018 | ) | |
| 1,616,018 | | |
| — | |
| Net
loss attributable to Scorpius Holdings, Inc. | |
$ | (45,217,168 | ) | |
$ | 23,466,801 | | |
$ | (21,750,367 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-average common shares
outstanding, basic and diluted | |
| 130,120 | | |
| — | | |
| 130,120 | |
| | |
| | | |
| | | |
| | |
| Net loss per share, basic
and diluted - continuing operations | |
$ | (308.53 | ) | |
$ | 180.34 | | |
$ | (128.19 | ) |
| Net loss
per share, basic and diluted - discontinued operations | |
| (38.97 | ) | |
| — | | |
| (38.97 | ) |
| Net
loss per common share attributable to Scorpius Holdings, Inc., basic and diluted | |
$ | (347.50 | ) | |
$ | 180.35 | | |
$ | (167.16 | ) |
| | |
| | | |
| | | |
| | |
| Comprehensive loss | |
| | | |
| | | |
| | |
| Net loss | |
$ | (46,833,186 | ) | |
$ | 25,082,819 | | |
$ | (21,750,367 | ) |
| Unrealized
loss on foreign currency translation | |
| (3,047 | ) | |
| — | | |
| (3,047 | ) |
| Total comprehensive loss | |
| (46,836,233 | ) | |
| 25,082,819 | | |
| (21,753,414 | ) |
| Comprehensive
loss attributable to non-controlling interest | |
| (1,616,018 | ) | |
| 1,616,018 | | |
| — | |
| Comprehensive
loss - Scorpius Holdings, Inc. | |
$ | (45,220,215 | ) | |
$ | 23,466,801 | | |
$ | (21,753,414 | ) |
Notes to Unaudited Pro Forma Consolidated Financial
Information
Note 1 – Pro Forma Adjustments
| (a) | Derecognition of prepaid expenses and other current assets with a carrying value of approximately $1.1
million as of September 30, 2025, including prepaid software of $0.1 million, prepaid manufacturing of $0.2 million, and contract assets
of $0.8 million. |
| (b) | Derecognition of raw material inventory with a carrying value of approximately $0.2 million as of September
30, 2025. |
| (c) | Derecognition of property and equipment with a carrying value of approximately $8.4 million as of September
30, 2025, including lab equipment of $7.1 million and leasehold improvements of $1.0 million. |
| (d) | Derecognition of operating lease right-of-use assets with a carrying value of approximately $0.6 million
and operating lease liabilities of approximately $0.7 million as of September 30, 2025. |
| (e) | Derecognition of finance lease right-of-use assets with a carrying value of approximately $9.6 million
and finance lease liabilities of approximately $6.1 million as of September 30, 2025. |
| (f) | Derecognition of lease-related deposits with a carrying value of approximately $0.1 million as of September
30, 2025. |
| (g) | Previously reported amounts for convertible and non-convertible promissory notes payable, related party
reflect the Company’s accounting under ASC 815, Derivatives and Hedging (“ASC 815”) and its elections to measure
the instruments at fair value (the “fair value option”) under ASC 825, Financial Instruments (“ASC 825”).
As a result, these instruments are required to be recorded at their initial fair value on the date of issuance and remeasured at each
balance sheet date thereafter. Subsequent changes in their estimated fair value are recognized as a change in the fair value of the convertible
and non-convertible promissory notes, related party, in the statements of operations and comprehensive loss. The Company does not separately
report interest attributable to financial instruments accounted for pursuant to the fair value option because such interest is included
in the determination of fair value of those financial instruments and changes thereto. |
The
Collateral Agent received proceeds of $15,219,552, net of fees and expenses of $1,033,595, that were applied against the Company’s
debt as follows:
| | |
| |
| | |
Allocation of Proceeds | |
| 2025 Non-Convertible Promissory Notes, Related Party | |
| | |
| Principal | |
$ | 9,391,765 | |
| Accrued Interest | |
| 186,620 | |
| Redemption Premium | |
| 725,288 | |
| | |
| 10,303,673 | |
| December 2024 Secured Convertible Notes, Related Party | |
| | |
| Principal | |
| 2,971,115 | |
| Interest and Make-Whole | |
| 1,371,020 | |
| Late Fees | |
| 126,846 | |
| Redemption Premium | |
| 446,898 | |
| | |
| 4,915,879 | |
| Total Proceeds | |
$ | 15,219,552 | |
The
aggregate amount, inclusive of principal, interest, make-whole, late fees, and redemption premiums, owed to the holders of the December
2024 Secured Convertible Notes, Related Party and 2025 Non-Convertible Promissory Notes, Related Party was $14.9 million immediately
following the closing of the sale as follows:
| | |
| |
| | |
Remaining | |
| 2025 Non-Convertible Promissory Notes, Related Party (measured at amortized cost) | |
$ | 485,888 | |
| December 2024 Secured Convertible Notes, Related Party (measured at amortized cost) | |
| 14,460,205 | |
| Aggregate Remaining Debt Following Asset Sale | |
$ | 14,946,093 | |
| | |
| | |
The
components of the proceeds allocation and the aggregate remaining amount above have been presented on the accrual basis of accounting
using amortized cost which is different than fair value measurement principles. The Company has determined it impractical to estimate
fair value of the accompanying pro forma adjustments and pro forma adjusted amounts for inclusion in this filing. As a result, the pro
forma adjusted amounts reflect the aggregate remaining amount above for the respective instruments.
The
following components comprise pro forma convertible promissory notes payable, related party at September 30, 2025:
| | |
Convertible
Promissory Notes
Payable, Related
Party | |
| |
| | |
| December 2024 Secured Convertible Notes, Related Party (measured at amortized cost) | |
$ | 14,460,205 | |
| Restated Elusys Convertible Note, Related Party (measured at fair value) | |
| 720,000 | |
| Convertible promissory notes payable, related party | |
$ | 15,180,205 | |
| | |
| | |
| (h) | Recognition of a preliminary loss on foreclosure of approximately $18.5 million as of September 30, 2025
based on the difference between the carrying value of the assets disposed of and the liabilities extinguished or adjusted as described
herein. |
| (i) | The Company’s CDMO and research and development activities were principally conducted by its subsidiaries
Pelican Therapeutics, Inc., Skunkworx Bio, Inc., and Scorpius Biomanufacturing, Inc. The accompanying unaudited pro forma consolidated
statements of operations and comprehensive loss reflect management’s estimates of the effects of the pro forma unaudited condensed
consolidated balance sheet adjustments assuming those adjustments were made as of the beginning of the respective year presented. Management’s
overarching assessment of the transaction is that the disposition of substantially all non-cash assets and workforce is analogous to a
divestiture of those subsidiaries, that is, all results of operations of these subsidiaries have been removed as pro forma adjustments
in the unaudited pro forma consolidated statements of operations and comprehensive loss. |
| (j) | The $4,915,879 that was settled with proceeds from the foreclosure sale represented approximately 25%
of the $19,376,084 balance of the December 2024 Secured Convertible Notes, Related Party measured at amortized cost immediately prior
to the transaction. Loss on debt extinguishment of $2,647,000 for the nine months ended September 30, 2025 related solely to the December
2024 Secured Convertible Notes, Related Party. Management applied the 25% as its estimate, resulting in a pro forma adjustment of $661,750. |
| (k) | The $10,303,673 that was settled with proceeds from the foreclosure sale represented the balance at amortized
cost of twenty-four of the twenty-five individual instruments comprising the 2025 Non-Convertible Promissory Notes, Related Party outstanding
at the transaction date. As each instrument is measured at fair value, the $1,200,000 pro forma adjustment to change in fair value of
non-convertible promissory notes, related party is specifically attributable to the twenty-four instruments while that $100,000 pro forma
adjusted balance is specifically attributable to the one instrument outstanding immediately following the transaction with a balance of
$485,888 measured at amortized cost. |
| (l) | The $4,915,879 that was settled with proceeds from the foreclosure sale represented approximately 25%
of the $19,376,084 balance of the December 2024 Secured Convertible Notes, Related Party measured at amortized cost immediately prior
to the transaction. Of the $7,791,321 reported as change in fair value of convertible promissory notes, related party for the nine months
ended September 30, 2025, $6,521,321 related to the December 2024 Secured Convertible Notes, Related Party. Management applied the 25%
as its estimate, resulting in a pro forma adjustment of $1,630,330. |
| (m) | Change in fair value of convertible promissory notes, related party for the year ended December 31, 2024
attributable to the December 2024 Secured Convertible Notes, Related Party was $435,200. Changes in fair value related to other convertible
promissory notes, related party contributed to the offsetting $154,250 that resulted in the $280,950 reported as change in fair value
of convertible promissory notes, related party for the year ended December 31, 2024. Management applied the same 25% as its estimate,
resulting in a pro forma adjustment of $108,800. |
Note 2 – Income Taxes
The pro forma adjustments do not reflect
income tax effects related to the foreclosure sale due to net loss carryforwards, valuation allowances, tax attributes, non-taxable nature
of the transaction. Actual tax impacts may differ materially.
Note 3 – Management’s Limitations
and Assumptions
The unaudited pro forma condensed consolidated
financial information does not reflect:
| · | Any future costs or savings resulting from the
foreclosure sale |
| · | Any changes in the Company’s capital structure
other than the partially reduced indebtedness from the foreclosure sale proceeds |
| · | Any impairment charges or restructuring costs that
may be recognized in the future periods. |
