Form: 8-K

Current report

March 4, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): March 03, 2025

 

Scorpius Holdings, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-35994 26-2844103
(Commission File Number) (IRS Employer Identification No.)

 

627 Davis Drive, Suite 300

Morrisville, North Carolina 27560

(Address of principal executive offices and zip code)

 

(919) 240-7133

(Registrant’s telephone number including area code)

 

 

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0002 par value per share SCPX NYSE American LLC
Common Stock Purchase Rights None NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨  

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 
 
 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 3, 2025, Scorpius Holdings, Inc., a Delaware corporation (the “Company”), increased the size of its Board of Directors to five members and appointed Tan Sze Thuan to serve as a director. The Company believes that Mr. Thaun’s experience can provide strong support to the Company’s international financing and expansion opportunities.

 

Mr. Thuan is the founder and Chief Executive Officer of World Total Logistics Sdn Bhd, a Malaysian logistics company engaged in the shipping, total logistics company, freight forwarding, trucking, warehousing and distribution industry.

 

Mr. Thuan will receive the standard compensation available to the Company’s current non-employee directors.

 

There are no family relationships between Mr. Thuan and any of the Company’s directors or executive officers, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
  Exhibit Description
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 04, 2025

SCORPIUS HOLDINGS, INC.

   
     
  By: /s/ Jeffrey Wolf
  Name:

Jeffrey Wolf

  Title:

Chairman, President and

Chief Executive Officer