Scorpius Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Assignment and Assumption of Lease
On March 7, 2025, Scorpius Holdings, Inc. (the “Company”) entered into an Assignment and Assumption of Lease (the “Lease Assignment”) with a third party (“Assignee”) and Durham Keystone Tech 7, LLC (the “Landlord”) pursuant to which the Company assigned to Assignee all of its rights and obligations under its Lease, dated June 21, 2021, as amended (the “Lease”), for its former principal offices in Morrisville, North Carolina. In connection with the Lease Assignment, the Company paid $55,720.17 to the Landlord for the monthly rent due under the Lease for the month of March 2025 and sold certain furniture, fixtures and equipment on the leased premises to Assignee for $55,720.17. The Assignee’s obligation to pay monthly rent to Landlord under the Lease will commence on April 1, 2025. leased premises to Assignee for $55,720.17. The Assignee’s obligation to pay monthly rent to Landlord under the Lease will commence on April 1, 2025. The Company will save over $4,000,000 in rent and facility-related obligations and expenses over the remaining lease period. The Company has moved its principal offices to San Antonio, Texas.
The foregoing does not purport to be a complete description of the Lease Assignment and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Second Amendment to the Asset and Equity Interests Purchase Agreement
Effective as of March 12, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to the Asset and Equity Interests Purchase Agreement, dated as of December 11, 2023, as amended as of July 30, 2024 (the “Purchase Agreement”), by and between Elusys Holdings Inc. (“Elusys Holdings”) and the Company. Pursuant to the Second Amendment, in exchange for the payment of $500,000 by Elusys Holdings to the Company on or about March 12, 2025, the Purchase Agreement was amended to eliminate the payment of $2.5 million to the Company on or prior to December 31, 2028.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 10.1 | ||
| 10.2 | Second Amendment to the Asset and Equity Interests Purchase Agreement | |
| 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 13, 2025 | SCORPIUS HOLDINGS, INC. | |
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and Chief Executive Officer | |