Scorpius Holdings, Inc. 8-K Filing

FAQ

Key Financial Figures

• $33,000 — mount of Thirty-three Thousand Dollars ($33,000) 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
• $630,020 — red Thirty Thousand and Twenty Dollars ($630,020) to the Holder. The Second Note accrues
• $134,000 — e Hundred Thirty-four Thousand Dollars ($134,000) to the Holder. The Third Note accrues

Filing Documents

• scpx_8k.htm (8-K) — 33KB
• ex4x1.htm (EX-4.1) — 36KB
• ex4x2.htm (EX-4.2) — 36KB
• ex4x3.htm (EX-4.3) — 36KB
• 0001553350-25-000173.txt ( ) — 330KB
• scpx-20251125.xsd (EX-101.SCH) — 3KB
• scpx-20251125_lab.xml (EX-101.LAB) — 33KB
• scpx-20251125_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 25, 2025, the Company issued a non-convertible promissory note (the "First Note") in the principal amount of Thirty-three Thousand Dollars ($33,000) 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 25, 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 November 26, 2025, the Company issued a non-convertible promissory note (the "Second Note") in the principal amount of Six Hundred Thirty Thousand and Twenty Dollars ($630,020) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 25, 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

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 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: December 2, 2025 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR