Scorpius Holdings, Inc. Files 8-K with Material Agreements
Ticker: SCPX · Form: 8-K · Filed: Dec 3, 2025 · CIK: 1476963
| Field | Detail |
|---|---|
| Company | Scorpius Holdings, Inc. (SCPX) |
| Form Type | 8-K |
| Filed Date | Dec 3, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0002, $2,250,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-securities
Related Tickers: SCPX
TL;DR
Scorpius Holdings (SCPX) filed an 8-K detailing material agreements and financial obligations.
AI Summary
On December 2, 2025, Scorpius Holdings, Inc. entered into a material definitive agreement and created a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Scorpius Holdings, Inc. was formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.
Why It Matters
This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, 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
- December 2, 2025 (date) — Date of earliest event reported
FAQ
What type of material definitive agreement did Scorpius Holdings, Inc. enter into?
The filing indicates Scorpius Holdings, Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.
What is the nature of the direct financial obligation created by Scorpius Holdings, Inc.?
The filing states that Scorpius Holdings, Inc. created a direct financial obligation, but the specific terms and amount of this obligation are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 2, 2025.
What were Scorpius Holdings, Inc.'s former company names?
Scorpius Holdings, Inc. was formerly known as NightHawk Biosciences, Inc. and HEAT BIOLOGICS, INC.
What is the SIC code for Scorpius Holdings, Inc.?
The Standard Industrial Classification (SIC) code for Scorpius Holdings, Inc. is 2834, which corresponds to Pharmaceutical Preparations.
Filing Stats: 681 words · 3 min read · ~2 pages · Grade level 11.1 · Accepted 2025-12-03 16:18:24
Key Financial Figures
- $0.0002 — nge on which registered Common Stock, $0.0002 par value per share SCPX NYSE America
- $2,250,000 — missory note in the principal amount of $2,250,000 (the "Second Restated Note") to Elusys
Filing Documents
- scpx_8k.htm (8-K) — 29KB
- ex4x1.htm (EX-4.1) — 85KB
- 0001553350-25-000178.txt ( ) — 337KB
- scpx-20251202.xsd (EX-101.SCH) — 3KB
- scpx-20251202_def.xml (EX-101.DEF) — 26KB
- scpx-20251202_lab.xml (EX-101.LAB) — 36KB
- scpx-20251202_pre.xml (EX-101.PRE) — 25KB
- scpx_8k_htm.xml (XML) — 5KB
01 Entry into
Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Scorpius Holdings, Inc. (the "Company") issued a second amended and restated 1% convertible promissory note in the principal amount of $2,250,000 (the "Second Restated Note") to Elusys Holdings Inc., a Delaware corporation, which is a company controlled by the Company's Chairman, Chief Executive Officer and President, Jeffrey Wolf. The Second Restated Note amends and restates in its entirety the amended and restated 1% convertible promissory note, issued by the Company on May 1, 2024 to Elusys Holdings Inc. in the principal amount of $2,250,000. The Second Restated Note extends the maturity date of the note from September 1, 2025 to March 1, 2026. The foregoing description of the Second Restated Note is qualified in its entirety by reference to the full text of the Second Restated Note, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein in its entirety by reference. 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. 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 Second Restated Note and the shares of common stock that may be issued under the Second Restated Note are being offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 3(a)(9) thereof.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K: Exhibit Number Description 4.1 Second Amended and Restated 1% Convertible Promissory Note, dated December 2, 2025, in the principal amount of $2,250,000 104 Cover Page Interactive Data File (the cover page XBRL tags are 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 3, 2025 SCORPIUS HOLDINGS, INC. By: /s/ Jeffrey Wolf Name: Jeffrey Wolf Title: Chairman, President and Chief Executive Officer