Scorpius Holdings, Inc. Files 8-K: Material Agreement, Debt, Equity Sales

TL;DR

Scorpius Holdings (SCPX) filed an 8-K detailing a new material agreement, debt issuance, and equity sales.

AI Summary

On November 20, 2025, Scorpius Holdings, Inc. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. This filing was made on November 25, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions including a new material agreement, the incurrence of debt, and the issuance of new shares, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, creation of financial obligations, and unregistered sales of equity, all of which can carry significant financial and regulatory implications.

Key Players & Entities

• Scorpius Holdings, Inc. (company) — Registrant
• November 20, 2025 (date) — Date of earliest event reported
• November 25, 2025 (date) — Filing date
• NightHawk Biosciences, Inc. (company) — Former company name
• HEAT BIOLOGICS, INC. (company) — Former company name

FAQ

Key Financial Figures

• $122,000 — undred and Twenty-Two Thousand Dollars ($122,000) 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

Filing Documents

• scpx_8k.htm (8-K) — 27KB
• scpx_ex4z1.htm (EX-4.1) — 78KB
• 0001079973-25-001815.txt ( ) — 277KB
• 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 November 20, 2025, the Company issued a non-convertible promissory note (the "Note") in the principal amount of One hundred and Twenty-Two Thousand Dollars ($122,000) 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) May 20, 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 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. 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 (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 Note, a copy of which us attached hereto as Exhibit 4.1, respectively, and which is incorporated herein in their entirety by re

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 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 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 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 24, 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