false
0001476963
0001476963
2026-02-12
2026-02-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 12, 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 1.01. Entry Into a Material Definitive Agreement.
On February 12,
2026, Scorpius Holdings, Inc. (the “Company”) issued a non-convertible promissory note (the “First Note”) in
the principal amount of Thirty Thousand and Four Hundred and Twenty-six Dollars and ninty-five cents ($30,426.95) to an
institutional investor (the “Holder”). The First Note accrues interest at the rate of 5.0% per annum and matures on the
earlier of: (i) August 12, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the First Note); or
(iii) when, upon or after the occurrence of an event of default under the Note. All payments by the Company upon maturity,
redemption or prepayment of the First Note shall include, together with all other amounts of principal and/or interest, a premium
payment equal to 15% of the principal amount of the First Note.
The First Note contains
customary events of default, including if the Company or any of its subsidiaries, individually or in the aggregate, fails to pay indebtedness
in excess of $150,000 due to any third party, subject to certain exceptions, or if an event of default occurs under any other outstanding
promissory note of the Company. If at any time the First Note is outstanding the Company consummates a subsequent Financing (as such term
is defined in the First Note), the Holder shall have the right, it its sole discretion, to require that the Company redeem the entire
outstanding balance of the First Note, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing.
On February 26, 2026, the Company issued a
non-convertible promissory note (the “Second Note”) in the principal amount of One Hundred and Ninety Thousand Nine
Hundred and Seven Dollars and Seventy-seven cents ($190,907.77) to the Holder. The Second Note accrues interest at the rate of 5.0%
per annum and matures on the earlier of: (i) August 26, 2026; (ii) the consummation of a Corporate Event (as such term is
defined in the Second Note); or (iii) when, upon or after the occurrence of an event of default under the Second Note. All payments
by the Company upon maturity, redemption or prepayment of the Second shall include, together with all other amounts of principal
and/or interest, a premium payment equal to 15% of the principal amount of the Second Note.
The Second Note contains
customary events of default, including if the Company or any of its subsidiaries, individually or in the aggregate, fails to pay indebtedness
in excess of $150,000 due to any third party, subject to certain exceptions, or if an event of default occurs under any other outstanding
promissory note of the Company. If at any time the Note is outstanding the Company consummates a subsequent Financing (as such term is
defined in the Note), the Holder shall have the right, it its sole discretion, to require that the Company redeem the entire outstanding
balance of the Note, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing.
On March 11, 2026, the Company issued a
non-convertible promissory note (the “Third Note”) in the principal amount of Twenty-seven Thousand One Hundred and Nine
Dollars and Ten cents ($27,109.10) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the
earlier of: (i) September 11, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Third Note);
or (iii) when, upon or after the occurrence of an event of default under the Third Note. All payments by the Company upon maturity,
redemption or prepayment of the Third shall include, together with all other amounts of principal and/or interest, a premium payment
equal to 15% of the principal amount of the Third Note.
The Third Note contains
customary events of default, including if the Company or any of its subsidiaries, individually or in the aggregate, fails to pay indebtedness
in excess of $150,000 due to any third party, subject to certain exceptions, or if an event of default occurs under any other outstanding
promissory note of the Company. If at any time the Note is outstanding the Company consummates a subsequent Financing (as such term is
defined in the Note), the Holder shall have the right, it its sole discretion, to require that the Company redeem the entire outstanding
balance of the Note, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing.
The Company sold the First Note, Second Note
and Third Note in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder.
The foregoing descriptions of the First
Note, Second Note and Third Note are qualified in their entirety by reference to the full text of the First Note,
Second Note and Third Note, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3
respectively, and which are incorporated herein in their entirety by reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above
of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth under Item 1.01
above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The First Note, Second Note and Third
Note were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act and/or Rule 506 of Regulation D promulgated thereunder. The First Note, Second Note and Third Note may not be
offered or sold in the United States in the absence of an effective registration statement or exemption from the registration
requirements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
| 4.1 |
|
Promissory
Note, dated February 12, 2026 |
| 4.2 |
|
Promissory
Note, dated February 26, 2026 |
| 4.3 |
|
Promissory
Note, dated March 11, 2026 |
| 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 19, 2026 |
SCORPIUS
HOLDINGS, INC. |
| |
|
| |
|
|
| |
By: |
/s/ Jeffrey Wolf |
| |
Name: |
Jeffrey
Wolf |
| |
Title: |
Chairman,
President and Chief Executive Officer |
