Foreclosure of core CDMO and R&D assets at Scorpius Holdings (SCPX)

Rhea-AI Filing Summary

Scorpius Holdings, Inc. reports that on December 10, 2025, lenders foreclosed on certain assets securing its senior and other secured notes. These Secured Notes included senior secured convertible notes with an aggregate original principal of $13,388,889 and non-convertible secured promissory notes totaling $9,841,765.

The foreclosed “Disposed Assets” consisted of substantially all of the company’s non-cash assets tied to its CDMO and research and development activities and subsidiaries. This transaction is treated as a disposition of a significant amount of assets, and unaudited pro forma consolidated financial information reflecting the impact is provided as Exhibit 99.1.

Positive

• None.

Negative

• Foreclosure of core assets: On December 10, 2025, substantially all non-cash assets tied to Scorpius’ CDMO and R&D operations were foreclosed upon, securing notes with original and principal amounts of $13,388,889 and $9,841,765, respectively, indicating severe operational and financial strain.

Insights

Distressed credit and restructuring analyst

Foreclosure on key assets signals severe financial distress for Scorpius.

Scorpius Holdings discloses that collateral securing its debt has been foreclosed under Article 9 of the UCC. The collateral backed senior secured convertible notes of $13,388,889 and non-convertible secured promissory notes of $9,841,765, indicating substantial secured indebtedness behind this action.

The Disposed Assets represent substantially all non-cash assets related to CDMO and research and development operations, suggesting a major reduction in operating capacity. Because this is treated as a significant asset disposition, the company provides unaudited pro forma consolidated financial information in Exhibit 99.1 to show how the balance sheet and income statement might look after the foreclosure.

For investors, the key issue is that losing substantially all non-cash operating assets typically raises questions about future business activity and capital structure. The pro forma financials dated in Exhibit 99.1 will be central to understanding remaining assets, ongoing obligations under the Secured Notes, and what business profile remains after December 10, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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. ¨

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 six months ended June 30, 2025, which are the most recent financial statements filed as of January 29, 2026;

· 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: January 29, 2026	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

FAQ

What major event did Scorpius Holdings (SCPX) disclose in this 8-K?

Scorpius Holdings disclosed that, on December 10, 2025, certain assets were foreclosed upon under Article 9 of the Uniform Commercial Code. These Disposed Assets represented substantially all non-cash assets tied to its CDMO and research and development operations and subsidiaries, constituting a significant asset disposition.

Which debts were secured by the foreclosed assets at Scorpius Holdings (SCPX)?

The foreclosed assets secured senior secured convertible notes with aggregate original principal of $13,388,889 and non-convertible secured promissory notes with aggregate principal of $9,841,765. These obligations, collectively described as the Secured Notes, were issued by Scorpius Holdings and backed by the Disposed Assets and related security agreements.

How significant was the asset foreclosure for Scorpius Holdings (SCPX)?

The company states the sale of the Disposed Assets constituted a disposition of a significant amount of assets. The Disposed Assets comprised substantially all non-cash assets related to its CDMO and research and development activities and subsidiaries, indicating a major change in Scorpius Holdings’ operating asset base and business profile.

What type of assets did Scorpius Holdings (SCPX) lose in the foreclosure?

Scorpius lost the Disposed Assets, described as substantially all non-cash assets associated with its contract development and manufacturing organization (CDMO) and research and development activities and subsidiaries. These assets were previously encumbered by the Secured Notes and related security agreements in favor of the collateral agent and noteholders.

What financial information did Scorpius Holdings (SCPX) provide about the foreclosure’s impact?

Scorpius provided unaudited pro forma consolidated financial information as Exhibit 99.1. This Pro Forma Information is intended to illustrate estimated effects of the disposition of the Disposed Assets as if the transaction had occurred earlier, helping readers understand the post-disposition financial position and results of operations based on this significant asset loss.

Who conducted the foreclosure sale of Scorpius Holdings’ (SCPX) assets?

The foreclosure sale was conducted by a collateral agent acting on behalf of the holders of the Secured Notes. The sale proceeded under Article 9 of the Uniform Commercial Code, resulting in the disposition of the Disposed Assets that secured the senior secured convertible notes and non-convertible secured promissory notes issued by Scorpius Holdings.