Scorpius Holdings Files 8-K on Agreements and Equity Sales

TL;DR

Scorpius Holdings (SCPX) dropped an 8-K detailing new debt, equity sales, and material agreements from Oct 14.

AI Summary

Scorpius Holdings, Inc. (formerly NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.) filed an 8-K on November 17, 2025, reporting on events that occurred on October 14, 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 by Scorpius Holdings, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• NightHawk Biosciences, Inc. (company) — Former Company Name
• HEAT BIOLOGICS, INC. (company) — Former Company Name
• October 14, 2025 (date) — Earliest event date
• November 17, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $471,000 — r Hundred Seventy-One Thousand Dollars ($471,000) 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
• $441,000 — our Hundred Forty-One Thousand Dollars ($441,000) to the Holder. The Second Note accrues
• $101,176 — ousand One Hundred Seventy-Six Dollars ($101,176) to the Holder. The Third Note accrues
• $345,000 — ee Hundred Forty-Five Thousand Dollars ($345,000) to the Holder. The Fourth Note accrues

Filing Documents

• scpx_8k.htm (8-K) — 35KB
• ex4x1.htm (EX-4.1) — 35KB
• ex4x2.htm (EX-4.2) — 35KB
• ex4x3.htm (EX-4.3) — 35KB
• ex4x4.htm (EX-4.4) — 35KB
• 0001079973-25-001789.txt ( ) — 372KB
• scpx-20251014.xsd (EX-101.SCH) — 3KB
• scpx-20251014_lab.xml (EX-101.LAB) — 33KB
• scpx-20251014_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 14, 2025, the Company issued a non-convertible promissory note (the "First Note") in the principal amount of Four Hundred Seventy-One Thousand Dollars ($471,000) 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) April 14, 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 October 27, 2025, the Company issued a non-convertible promissory note (the "Second Note") in the principal amount of Four Hundred Forty-One Thousand Dollars ($441,000) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) April 27, 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 p

03. Creation of a Direct Financial Obligation

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 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Promissory Note 4.2 Form of Promissory Note 4.3 Form of Promissory Note 4.4 Form of Promissory Note 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: November 17, 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