Scorpius Holdings (SCPX) issues four short-term notes with 5% interest

Rhea-AI Filing Summary

Scorpius Holdings, Inc. entered into a series of four short-term, non-convertible promissory notes with an institutional investor, totaling approximately $240,000 in principal. The notes were issued on December 16, 2025, December 17, 2025, December 30, 2025, and January 8, 2026, with principal amounts of $44,374.85, $78,350.00, $54,514.92, and $62,300.00, respectively.

Each note bears interest at 5.0% per year and matures in mid-2026, or earlier upon a defined corporate event or an event of default. On repayment, the company must also pay a premium equal to 15% of the principal amount of each note. The notes include customary default triggers and give the holder the right, at its sole discretion, to require Scorpius to use up to 100% of the gross proceeds of any subsequent financing to redeem all outstanding amounts.

The notes were sold as unregistered securities in private transactions relying on exemptions under Section 4(a)(2) of the Securities Act and Regulation D, creating new direct financial obligations for the company.

Insights

Capital structure and credit analyst

Scorpius adds short-term private debt with premiums and tight redemption rights.

Scorpius Holdings has issued four non-convertible promissory notes to an institutional investor with principal amounts of $44,374.85, $78,350.00, $54,514.92, and $62,300.00. Each carries a 5.0% annual interest rate and a required 15% premium on principal when repaid, which increases the effective cost of this funding compared with standard bank credit.

The notes mature between June 16, 2026 and July 8, 2026, or earlier upon a defined corporate event or default, so these are relatively near-term obligations. Customary default provisions are broadened by cross-default language tied to other company indebtedness above $150,000, which can tighten liquidity if any issues arise with other creditors.

A notable feature is the holder’s right, while a note is outstanding, to require redemption of the entire balance using up to 100% of gross proceeds from any subsequent financing. This means future equity or debt raises could be substantially diverted to paying down these notes, depending on the investor’s decisions, potentially affecting how much new capital remains available to the business.

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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 16, 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 December 16, 2025, Scorpius Holdings, Inc. (the “Company”) issued a non-convertible promissory note (the “First Note”) in the principal amount of Forty-four Thousand Three Hundred Seventy-four Dollars and Eighty-five Cents ($44,374.85) 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) June 16, 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 December 17, 2025, the Company issued a non-convertible promissory note (the “Second Note”) in the principal amount of Seventy-eight Thousand and Three Hundred and Fifty Dollars ($78,350.00) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) June 17, 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 December 30, 2025, the Company issued a non-convertible promissory note (the “Third Note”) in the principal amount of Fifty-four Thousand Five Hundred and Fourteen Dollars and Ninety-two Cents ($54,514.92) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) June 30, 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.

On January 8, 2026, the Company issued a non-convertible promissory note (the “Fourth Note”) in the principal amount of Sixty-two Thousand and Three Hundred Dollars ($62,300.00) to the Holder. The Fourth Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) July 8, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Fourth Note); or (iii) when, upon or after the occurrence of an event of default under the Fourth Note. All payments by the Company upon maturity, redemption or prepayment of the Fourth shall include, together with all other amounts of principal and/or interest, a premium payment equal to 15% of the principal amount of the Fourth Note.

The Fourth 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, Third Note and Fourth 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, Third Note and Fourth Note are qualified in their entirety by reference to the full text of the First Note, Second Note, Third Note and Fourth Note, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 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, Third Note and Fourth 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, Third Note and Fourth 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 December 16, 2025
4.2		Promissory Note, dated December 17, 2025
4.3		Promissory Note, dated December 20, 2025
4.3		Promissory Note, dated January 8, 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: January 13, 2026	SCORPIUS HOLDINGS, INC.
	By:	/s/ Jeffrey Wolf
	Name:	Jeffrey Wolf
	Title:	Chairman, President and Chief Executive Officer

FAQ

What new debt did Scorpius Holdings (SCPX) incur in this 8-K?

Scorpius Holdings incurred four non-convertible promissory notes with principal amounts of $44,374.85, $78,350.00, $54,514.92, and $62,300.00, all issued to an institutional investor.

What are the interest rate and premiums on Scorpius Holdings' new notes?

Each of the four notes bears interest at 5.0% per annum, and any payment at maturity, redemption, or prepayment must include a premium equal to 15% of the principal amount of the applicable note.

When do the new Scorpius Holdings promissory notes mature?

The notes mature on the earlier of specified dates in 2026—June 16, June 17, June 30, and July 8—a defined corporate event, or an event of default under each note.

How can future financings affect these Scorpius Holdings notes?

If Scorpius completes a subsequent financing while a note is outstanding, the holder may require the company, in its sole discretion, to redeem the entire outstanding balance of that note, plus accrued interest, using up to 100% of the gross proceeds from such financing.

Were the Scorpius Holdings promissory notes registered with the SEC?

No. The notes were issued as unregistered securities in private transactions relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D (including Rule 506).

What types of defaults are specified in the new Scorpius Holdings notes?

The notes include customary events of default, such as failures by Scorpius or its subsidiaries to pay indebtedness exceeding $150,000 to third parties, subject to exceptions, and events of default under other outstanding company promissory notes.