Scorpius Holdings announces three board resignations

Scorpius Holdings, Inc. reported that three non-employee directors have resigned from its Board of Directors and related committees.

Rhea-AI Filing Summary

Scorpius Holdings, Inc. reported that three non-employee directors have resigned from its Board of Directors and related committees. On April 21, 2026, John Monahan, Ph.D., resigned, followed on April 23, 2026, by Edward B. Smith, III and Kit Foo Chye.

The company states that none of the departing directors advised of any disagreement with its operations, policies, or practices. Monahan chaired the Compensation Committee and sat on the Audit and Nominating and Governance Committees, while Smith chaired the Audit and Nominating and Governance Committees and was on the Compensation Committee.

Insights

Corporate governance analyst

Three independent directors resign, including key committee chairs, but without stated disagreements.

Scorpius Holdings discloses the immediate resignation of three non-employee directors, including the chairs of the Compensation Committee and the Audit and Nominating and Governance Committees. The filing explicitly notes that none of the directors reported disagreements over operations, policies, or practices.

This concentrates governance responsibilities on remaining and future directors, especially around audit oversight and executive pay. The actual impact will depend on how quickly the company appoints replacements and reconstitutes committee leadership in subsequent governance updates.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Number of directors resigning: 3 directors First resignation date: April 21, 2026 Subsequent resignation date: April 23, 2026 +1 more

4 metrics

Number of directors resigning 3 directors Resignations disclosed in Item 5.02 of current report

First resignation date April 21, 2026 Resignation of John Monahan, Ph.D.

Subsequent resignation date April 23, 2026 Resignations of Edward B. Smith, III and Kit Foo Chye

Committee chair roles affected 3 chair positions Compensation, Audit, Nominating and Governance Committees

Key Terms

Board of Directors, Compensation Committee, Audit Committee, Nominating and Governance Committee, +1 more

5 terms

Board of Directors financial

"a member of the Board of Directors (the “Board”) of Scorpius Holdings, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Compensation Committee financial

"Chairman of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Audit Committee financial

"a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nominating and Governance Committee financial

"a member of the Audit Committee of the Board and the Nominating and Governance Committee of the Board"

A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.

non-employee director financial

"Mr. Monahan served as a non-employee director, Chairman of the Compensation Committee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Scorpius Holdings disclosed that three non-employee directors resigned from its Board and related committees. The filing states each director resigned effective immediately and that none reported any disagreement with the company’s operations, policies, or practices in connection with their decisions.

Which directors resigned from the Scorpius Holdings (SCPX) Board?

The filing reports the resignations of John Monahan, Ph.D., Edward B. Smith, III, and Kit Foo Chye. Each stepped down as a non-employee director, with Monahan and Smith also leaving multiple committee leadership and membership roles on the Board.

When did the Scorpius Holdings (SCPX) board resignations occur?

John Monahan, Ph.D., resigned on April 21, 2026. Edward B. Smith, III, and Kit Foo Chye resigned on April 23, 2026. All resignations were effective immediately according to the company’s disclosure in the current report.

Did the resigning Scorpius Holdings (SCPX) directors report any disagreements?

The company states that none of the three resigning directors advised of any disagreement with Scorpius Holdings. This includes disagreements related to operations, policies, or practices, according to the language included in the current report under the governance item.

What committee roles were affected by the Scorpius Holdings (SCPX) resignations?

John Monahan chaired the Compensation Committee and served on the Audit and Nominating and Governance Committees. Edward B. Smith, III chaired the Audit and the Nominating and Governance Committees and served on the Compensation Committee. Kit Foo Chye was a non-employee director without committee memberships.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 05:16 PM Learn about SEC filing dates

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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): April 21, 2026

Scorpius Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

001-35994	26-2844103
(Commission File Number)	(IRS Employer Identification No.)

1305 E. Houston Street, Building 2

San Antonio, TX 78205

(Address of principal executive offices and zip code)

(919) 240-7133

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2026, John Monahan, Ph.D., a member of the Board of Directors (the “Board”) of Scorpius Holdings, Inc., a Delaware corporation (the “Company”), notified the Company of his decision to resign, effective immediately, from his position as a member of the Board and related Committees. Mr. Monahan did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Mr. Monahan served as a non-employee director, Chairman of the Compensation Committee of the Board, and a member of the Audit Committee of the Board and the Nominating and Governance Committee of the Board.

On April 23, 2026, Edward B. Smith, III, a member of the Board, notified the Company of his decision to resign, effective immediately, from his position as a member of the Board and related Committees. Mr. Smith did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Mr. Smith served as a non-employee director, Chairman of the Audit Committee and the Nominating and Governance Committee of the Board, and a member of the Compensation Committee of the Board.

In addition, on April 23, 2026, Kit Foo Chye, a member of the Board, notified the Company of his decision to resign, effective immediately, from his position as a member of the Board. Mr. Chye did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Mr. Chye served as a non-employee director and was not a member of any committees of the Board.

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: April 24, 2026	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB