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): September 22, 2025

Scorpius Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

1305 E. Houston Street, Building 2

San Antonio, TX 78205

(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:

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

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).

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 September 22, 2025, the Board of Directors (the “Board”) of Scorpius Holdings, Inc., a Delaware corporation (the “Company”), appointed Kit Foo Chye to serve as a director of the Company. Mr. Chye was not appointed to serve as a member of any committees of the Board.

Mr. Chye, age 57, is currently, and has served since January 2018, as the Head of Corporate Finance at JS Group, an investment banking firm. From March 2012 to January 2018, Mr. Chye served as the Head of Corporate Finance of Sanston Securities Australia. Mr. Chye served as a director of Rocklands Richfield Limited from January 2005 to January 2012, Mr. Chye was a director of Hudson Resources Ltd., Allmine Group Limited, Sheng He Global Capital Ltd. and Synergy Metals Ltd. Mr. Chye holds a Bachelor of Commerce from Deakin University Australia.

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

There are no family relationships between Mr. Chye 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. Other than as described above, there were no arrangements or understandings by which Mr. Chye was appointed as a member of the Board.

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.