Scorpius Holdings Files 8-K on Agreements and Equity Sales

TL;DR

Scorpius Holdings (SCPX) filed an 8-K detailing new deals and stock sales.

AI Summary

Scorpius Holdings, Inc. (formerly NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.) filed an 8-K on October 8, 2025, reporting on events that occurred on October 1, 2025. The filing indicates the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing signals significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, creation of a financial obligation, and unregistered sales of equity, all of which can carry inherent risks and require further investigation.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former company name
• HEAT BIOLOGICS, INC. (company) — Former company name
• October 1, 2025 (date) — Earliest event reported
• October 8, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $500,083.00 — Hundred Thousand Eighty-Three Dollars ($500,083.00) to an institutional investor (the "Hol
• $150,000 — fails to pay indebtedness in excess of $150,000 due to any third party, subject to cert
• $5,000,000 — e maximum aggregate principal amount of $5,000,000 (the "Maximum Funding Amount"). Pursuan
• $7,389,083 — ), in the aggregate principal amount of $7,389,083. In connection with the Amendment Agre

Filing Documents

• scpx_8k.htm (8-K) — 35KB
• ex4x1.htm (EX-4.1) — 50KB
• ex4x2.htm (EX-4.2) — 42KB
• ex10x1.htm (EX-10.1) — 59KB
• ex10x2.htm (EX-10.2) — 223KB
• ex10x3.htm (EX-10.3) — 93KB
• image_002.jpg (GRAPHIC) — 251KB
• image_003.jpg (GRAPHIC) — 332KB
• image_004.jpg (GRAPHIC) — 337KB
• image_001.jpg (GRAPHIC) — 47KB
• 0001079973-25-001574.txt ( ) — 2089KB
• scpx-20251001.xsd (EX-101.SCH) — 3KB
• scpx-20251001_lab.xml (EX-101.LAB) — 33KB
• scpx-20251001_pre.xml (EX-101.PRE) — 22KB
• scpx_8k_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On October 1, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), issued a non-convertible promissory note, dated September 30, 2025 (the "Note") in the principal amount of Five Hundred Thousand Eighty-Three Dollars ($500,083.00) 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) October 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. In addition, on October 6, 2025 , the Company entered into an agreement (the "Amendment Agreement") with the Holder, in connection with one or more new loans to be made by the Holder at its option to the Company in the maximum aggregate principal amount of $5,000,00

03. Creation

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.

02. Unregistered

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 Additional Notes, if and when issued pursuant to the Amendment Agreement, will be 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 securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Non-Convertible Note 4.2 Form of Additional Non-Convertible Secured Note 10.1 Amendment Agreement 10.2 Form of Security Agreement 10.3 Form of Subsidiary Guarantee 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: October 7, 2025 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR