Scorpius Holdings, Inc. received an updated Schedule 13G/A (Amendment No. 2) from investment group 3i, LP, 3i Management LLC, and Maier Joshua Tarlow. The reporting persons are deemed to beneficially own 6,786,087 shares of common stock, representing 9.99% of the company’s outstanding common stock.
The stake is entirely issuable rather than currently issued, coming from a package of common stock purchase warrants and a senior secured convertible note with an aggregate principal amount of about $8.6 million. Both the warrants and the note contain a 9.99% beneficial ownership limitation, capping how many shares 3i can receive at any time based on shares outstanding.
3i, LP directly holds the securities, while 3i Management LLC, as manager and general partner of 3i, and Mr. Tarlow, as manager of 3i Management, share voting and dispositive power over these shares. They certify the holdings are not for the purpose of changing or influencing control of Scorpius Holdings.
What ownership stake in Scorpius Holdings (SCPX) does 3i report?
3i and its affiliates report beneficial ownership of 6,786,087 shares of Scorpius Holdings common stock, equal to 9.99% of the class. This percentage is based on 61,142,712 shares outstanding as of August 22, 2025, per the company’s Form 10-Q.
How are the 6,786,087 Scorpius (SCPX) shares held by 3i structured?
The 6,786,087 shares are issuable to 3i, not currently outstanding to it. They can be obtained in any combination through exercising common stock purchase warrants and converting a senior secured convertible note with about $8.6 million principal, both subject to ownership limits.
What is the 9.99% beneficial ownership limitation in the 3i–Scorpius filing?
Both the warrants and the convertible note held by 3i include a 9.99% beneficial ownership limitation. This “Blocker” prevents 3i and its affiliates from exercising or converting if doing so would push their beneficial ownership above 9.99% of Scorpius’s outstanding common stock.
Who are the reporting persons in the Scorpius (SCPX) Schedule 13G/A?
The filing lists three reporting persons: 3i, LP, a Delaware limited partnership; 3i Management LLC, a Delaware limited liability company; and Maier Joshua Tarlow, a U.S. citizen. 3i holds the securities, while 3i Management and Mr. Tarlow share voting and dispositive power.
Does 3i state any intent to influence control of Scorpius Holdings (SCPX)?
No. The reporting persons expressly certify the securities were not acquired and are not held for the purpose of changing or influencing control of Scorpius Holdings. They also state the holdings are not in connection with any control-related transaction, aside from limited nomination activities.
What change does Amendment No. 2 to the Scorpius 13G report?
Amendment No. 2 updates the beneficial ownership information for 3i and its affiliates. It refreshes the number of shares deemed beneficially owned, the resulting 9.99% ownership percentage, and clarifies how warrants, the convertible note, and 9.99% ownership Blockers interact for Scorpius common stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Scorpius Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0002 per share
(Title of Class of Securities)
42237K508
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
42237K508
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,786,087.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,786,087.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,786,087.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2 to Statement on Schedule 13G (this "Amendment No. 2"), such shares and percentage are based on 61,142,712 shares of common stock, par value $0.0002 per share, of the issuer (the ''Common Stock''), outstanding as of August 22, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on August 22, 2025 (the ''Form 10-Q''). Beneficial ownership consists of 6,786,087 shares of Common Stock issuable in any combination upon (i) exercise of certain common stock purchase warrants (the ''Warrants'') held directly by the reporting person, which exercises are subject to a 9.99% beneficial ownership limitation provision (the ''Blocker''), and (ii) conversion of a senior secured convertible note in the principal aggregate amount of approximately $8.6 million (the ''Note'') held directly by the reporting person, conversions of which are subject to a Blocker.
SCHEDULE 13G
CUSIP No.
42237K508
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,786,087.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,786,087.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,786,087.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 61,142,712 shares of Common Stock outstanding as of August 22, 2025, as disclosed contained in the Form 10-Q. Beneficial ownership consists of 6,786,087 shares of Common Stock issuable in any combination upon (i) exercise of the Warrants held indirectly by the reporting person, which exercises are subject to a Blocker, and (ii) conversion of the Note held indirectly by the reporting person, which conversions are subject to a Blocker.
SCHEDULE 13G
CUSIP No.
42237K508
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,786,087.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,786,087.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,786,087.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 61,142,712 shares of Common Stock outstanding as of August 22, 2025, as disclosed in the Form 10-Q. Beneficial ownership consists of 6,786,087 shares of Common Stock issuable in any combination upon (i) exercise of the Warrants held indirectly by the reporting person, which exercises are subject to a Blocker, and (ii) conversion of the Note held indirectly by the reporting person, which conversions are subject to a Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Scorpius Holdings, Inc.
(b)
Address of issuer's principal executive offices:
1305 E. Houston Street, Building 2, San Antonio, TX 78205
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on August 5, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G and Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on November 12, 2025 ("Amendment No. 1") jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0002 per share
(e)
CUSIP No.:
42237K508
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 2 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and Amendment No. 1.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 2 and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 61,142,712 shares of Common Stock outstanding as of August 22, 2025, as disclosed in the Form 10-Q. 3i holds (i) Warrants exercisable for up to 12,566,667 shares of Common Stock, which exercises are subject to a Blocker, and (ii) the Note in the principal aggregate amount of approximately $8.6 million, which conversions are subject to a Blocker. Due to the interaction between the Blockers in each of the Warrants and the Note, 3i may exercise the Warrants for and/or convert the Note into, in any combination, an aggregate of 6,786,087 shares of Common Stock, as a result of the triggering of the applicable Blockers, each of which prohibits 3i from exercising the Warrants for, or converting the Note into, shares of Common Stock if, as a result of such exercise or conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise or conversion.
Consequently, 3i is the beneficial owner of 6,786,087 shares of Common Stock (the "Shares"). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ 3i, LP
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:
02/05/2026
3i Management LLC
Signature:
/s/ 3i Management LLC
Name/Title:
Maier Joshua Tarlow, Manager
Date:
02/05/2026
Maier Joshua Tarlow
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow
Date:
02/05/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated August 5, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on August 5, 2025).
