Scorpius Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On February 12, 2026, Scorpius Holdings, Inc. (the “Company”) issued a non-convertible promissory note (the “First Note”) in the principal amount of Thirty Thousand and Four Hundred and Twenty-six Dollars and ninty-five cents ($30,426.95) 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) August 12, 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 February 26, 2026, the Company issued a non-convertible promissory note (the “Second Note”) in the principal amount of One Hundred and Ninety Thousand Nine Hundred and Seven Dollars and Seventy-seven cents ($190,907.77) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) August 26, 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 by the Company upon maturity, redemption or prepayment of the Second shall include, together with all other amounts of principal and/or interest, a premium payment equal to 15% of the principal amount of the Second Note.
The Second 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.
On March 11, 2026, the Company issued a non-convertible promissory note (the “Third Note”) in the principal amount of Twenty-seven Thousand One Hundred and Nine Dollars and Ten cents ($27,109.10) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) September 11, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Third Note); or (iii) when, upon or after the occurrence of an event of default under the Third Note. All payments by the Company upon maturity, redemption or prepayment of the Third shall include, together with all other amounts of principal and/or interest, a premium payment equal to 15% of the principal amount of the Third Note.
The Third 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 First Note, Second Note and Third 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 and Third Note are qualified in their entirety by reference to the full text of the First Note, Second Note and Third Note, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 respectively, and which are incorporated herein in their 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 First Note, Second Note and Third 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 and Third 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 4.1 | Promissory Note, dated February 12, 2026 | |
| 4.2 | Promissory Note, dated February 26, 2026 | |
| 4.3 | Promissory Note, dated March 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 19, 2026 | SCORPIUS HOLDINGS, INC. | |
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and Chief Executive Officer | |