[8-K] SCORPIUS HOLDINGS INC Reports Material Event

Rhea-AI Filing Summary

Redmile Group, LLC, Jeremy C. Green and RedCo II Master Fund, L.P. have filed Amendment No. 9 to their Schedule 13D on Fate Therapeutics, Inc. (NASDAQ: FATE). The filing, triggered by an event dated 07 July 2025, updates the group’s ownership disclosure and key blocking provisions.

• Aggregate beneficial ownership: 17,941,579 common shares (direct and deemed) representing 14.9 % of FATE’s outstanding common stock (114,633,022 shares as of 6 May 2025).
• Key holder detail: RedCo II Master Fund holds 13,479,013 shares (11.3 %). All shares are subject to shared voting and dispositive power; no reporting person has sole power.
• Warrants & preferred stock: • Pre-Funded Warrants covering 3,691,324 shares (exercise price $0.001) • Class A Preferred Stock convertible 1-for-5 into up to 810,065 shares (RedCo II) and additional preferred shares across other Redmile funds.
  Both instruments are governed by 14.99 % beneficial-ownership blockers.
• Change in blocker threshold: On 1 July 2025 Redmile elected to raise the “Maximum Percentage” under the Warrant Beneficial Ownership Blocker from 9.99 % to 14.99 % (effective 61 days later). This allows the group to exercise additional warrants and approach the new 14.99 % cap without breaching Section 13(d) limits.
• Funding source: Working capital of various Redmile-managed private investment funds (no external financing disclosed).
• Historical context: This is the ninth amendment to an initial 13D filed in 2018, reflecting the evolution of Redmile’s position and security mix (common, warrants, preferred, options, RSUs).

The amendment does not announce new purchases or sales but formalises the larger ownership cap, clarifies the composition of the beneficial stake, and reiterates blocker mechanics designed to limit ownership to 14.99 % of outstanding commons.

Positive

• Redmile’s stake increases to 14.9 %, indicating sustained confidence from a specialist healthcare investor.
• Election to raise the beneficial-ownership cap signals intent to maintain or expand exposure, potentially aligning long-term interests with other shareholders.

Negative

• Potential dilution of up to 4.9 million shares from warrant exercise and preferred conversions once the 14.99 % cap becomes effective.
• Higher ownership concentration (nearly 15 %) may consolidate voting power and influence, raising governance considerations for minority shareholders.

Insights

Securities Analyst

TL;DR — Redmile lifts ownership cap to 14.99 %, reaffirming a large strategic stake without immediate cash impact.

The filing signals continued commitment from a specialist biotech investor. Moving the blocker from 9.99 % to 14.99 % allows Redmile to convert/exercise up to roughly 4.9 million additional shares (options, warrants, preferred) over time. Because the warrants are pre-funded at $0.001, Fate receives negligible incremental cash; the principal impact is potential dilution and voting concentration. No new purchases are disclosed, so near-term float dynamics remain unchanged. Overall, this is structurally important but not fundamentally value-changing in the short term.

Corporate Governance Expert

TL;DR — Ownership concentration rises; possible governance influence, but still below 15 % control threshold.

Redmile now controls nearly 15 % of FATE’s voting power, positioning it as the company’s leading shareholder. While the firm disclaims control intent, a stake of this size affords meaningful influence over board matters and strategic direction, especially in biotech where floats are limited. The blocker election is a permissible mechanism under SEC rules, but shareholders should watch for future activism or alignment proposals. Because the cap remains below 15 %, poison-pill or change-of-control triggers are unlikely to activate.

false 0001476963 0001476963 2025-06-30 2025-06-30 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): June 30, 2025

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 June 30, 2025, Scorpius Holdings, Inc., a Delaware corporation (the “Company”), issued a non-convertible promissory note (the “Note”) in the principal amount of Four Hundred Twenty-Five Thousand Dollars ($425,000) to an institutional investor (the “Holder”). The Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) August 31, 2025; (ii) the consummation of a Corporate Event (as such term is defined in the 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 Note shall include, together with all other amounts of principal and/or interest, a premium payment equal to 5% of the principal amount of the Note.

The 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 Note in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 4.1, and which is incorporated herein in its 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 Note was 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 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		Form of Promissory Note
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: July 3, 2025	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

FAQ

How many Fate Therapeutics (FATE) shares does Redmile now beneficially own?

The reporting group discloses 17,941,579 shares, or 14.9 % of outstanding common stock.

What change triggered this Schedule 13D/A amendment?

Redmile elected on 1 July 2025 to increase the warrant ownership blocker from 9.99 % to 14.99 %, enabling a larger reportable stake.

Will Fate Therapeutics receive cash from the warrant exercises?

Any remaining Pre-Funded Warrants carry a de-minimis $0.001 exercise price, so cash proceeds will be immaterial.

How much could Redmile’s position grow post-election?

The group can exercise or convert securities for up to 4.9 million additional shares while staying under the new 14.99 % threshold.

Does the filing suggest imminent share sales by Redmile?

No. The amendment focuses on ownership cap adjustments; it does not indicate sales intentions.

What is the impact on other shareholders?

Dilution risk rises modestly, and governance influence shifts toward a single large holder, but no change-of-control event is triggered.