SCPX Files 8-K for Bridge Note, Holder Can Sweep Future Financing

Rhea-AI Filing Summary

Scorpius Holdings (NASDAQ:SCPX) filed an 8-K reporting that on June 18, 2025 it entered into a short-term financing arrangement via a $130,000 non-convertible promissory note (the “Note”) with an institutional investor.

The Note carries 5.0% annual interest and becomes due on the earliest of: (i) July 31, 2025; (ii) completion of a defined corporate event; or (iii) an event of default. Default events include failure by the company or its subsidiaries to pay indebtedness exceeding $150,000 or default on any other outstanding notes. Should Scorpius complete a subsequent financing while the Note is outstanding, the holder may, at its discretion, require redemption of the full outstanding balance—up to 100% of the gross proceeds of such financing.

The Note was issued under Section 4(a)(2) and/or Regulation D exemptions, meaning the securities are restricted and not registered with the SEC. The disclosure triggers three 8-K items: Item 1.01 (material definitive agreement), Item 2.03 (creation of a direct financial obligation), and Item 3.02 (unregistered sales of securities). A copy of the Note is filed as Exhibit 4.1.

No additional financial statements, risk factors or legal proceedings were included. The filing principally signals a near-term liquidity action and introduces customary covenants that could accelerate repayment if certain events occur.

Insights

Financial Analyst

TL;DR – $130k note adds short-term liquidity but limited scale suggests neutral earnings impact.

The filing discloses a modest $130,000 promissory note priced at a reasonable 5% rate and maturing in roughly six weeks. From an earnings perspective the incremental interest expense (≈$540 if held to maturity) is immaterial, while the cash infusion provides working capital optionality ahead of quarter-end. Because the holder can compel redemption using proceeds from any subsequent financing, the structure effectively subordinates future raises to this note but avoids equity dilution in the interim. Absent revenue figures, the capital’s materiality cannot be quantified; however, the note’s small face value and short tenor imply negligible effect on long-term valuation metrics. Overall, the agreement appears to be a tactical bridge rather than a strategic shift, leaving the financial outlook broadly unchanged.

Risk Analyst

TL;DR – Short-dated debt introduces refinancing risk and priority claim on new financing.

The company has accepted a promissory note with a July 31, 2025 hard maturity, effectively creating a 43-day refinancing clock. Failure to secure a corporate event or additional financing before that date would trigger default, exposing Scorpius to accelerated remedies and a 100% cash sweep of future raises. The cross-default clause (> $150k delinquency elsewhere) tightens covenants across the capital structure. While the principal amount is low in absolute terms, the compressed timeframe may signal constrained liquidity. Investors should monitor forthcoming capital raises and watch for potential covenant stacking that could limit operational flexibility. Given these incremental risks, the filing tilts slightly negative for the risk profile.

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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): June 18, 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 18, 2025, Scorpius Holdings, Inc., a Delaware corporation (the “Company”), issued a non-convertible promissory note (the “Note”) in the principal amount of One Hundred and Thirty Thousand Dollars ($130,000) 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) July 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.

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 terms of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein 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: June 23, 2025	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

FAQ

What type of financing did SCPX announce in its June 2025 8-K?

The company issued a $130,000 non-convertible promissory note to an institutional investor.

When does Scorpius Holdings’ new promissory note mature?

The note matures on the earlier of July 31, 2025, a defined corporate event, or an event of default.

What interest rate does the SCPX promissory note carry?

The note accrues interest at 5.0% per annum.

Can the note holder force SCPX to repay early?

Yes. If Scorpius completes a subsequent financing, the holder may require redemption using up to 100% of the new proceeds.

Under which SEC exemption was the note issued?

The note was sold under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.