Exhibit 10.1

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT, dated as of October 6, 2025 (this “Agreement”), is by and between 3i, LP, a Delaware limited partnership (the “Holder”), and Scorpius Holdings, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company issued to the Holder those certain non-convertible unsecured promissory notes (the “Prior Notes”) as described on Schedule A attached hereto; and

WHEREAS, in connection with one or more new loans to be made by the Holder at its option to the Company in the maximum aggregate principal amount of $5,000,000 (the “Maximum Funding Amount”), the Company and the Holder desire to enter into certain transactions pursuant to the terms of this Agreement.

NOW THEREFORE, for consideration of the mutual benefits accruing to the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

AGREEMENTS

1.       Security Agreement. At the time this Agreement is entered into (the “Effective Time”), the parties hereto shall enter into, and the Company shall cause all of its subsidiaries to enter into, a security agreement in the form attached hereto as Exhibit B.

2.       Subsidiary Guarantee. At the Effective Time, the Company shall cause all of its subsidiaries to execute a subsidiary guarantee in the form attached hereto as Exhibit C.

3.       Additional Notes. On or prior to the 12-month anniversary of the Effective Time, at the option of the Holder from time to time and upon two business days’ written notice, the Company shall issue and sell to the Holder one or more promissory notes in the aggregate principal amount of no more than the Maximum Funding Amount, which promissory notes shall be in substantially the same form attached hereto as Exhibit A and issued as of the date of the funding for each of such promissory notes.

4.       Public Disclosure. Within one (1) business day after execution of this Agreement, the Company, subject to the prior review and comment by the Holder, shall file a Form 8-K with the Securities and Exchange Commission, disclosing the terms of this Agreement.

5.       Governing Law; Jurisdiction; Waiver of Jury Trial.

6.       Injunctive Relief. Each party hereto acknowledges and agrees that a breach by it of its obligations hereunder will cause irreparable harm to the other and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining any breach and requiring immediate and specific performance of such obligations without the necessity of showing economic loss or the posting of any bond.

7.       Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties hereto shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties hereto.

8.       Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by facsimile or other electronic format (including via .pdf and DocuSign) shall be effective as an original.

9.       Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) business day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

Scorpius Holdings, Inc.

PO Box 96

Cary, North Carolina 27512

Telephone: (919) 240-7133

Attention: Jeffrey Wolf, Chief Executive Officer

E-mail: jeff@nighthawkbio.com

If to the Holder:

3i Fund, LP

2 Wooster Street, 2nd Floor

New York, New York 10013

Telephone: (646) 239-3896

Attention: Maier J. Tarlow

E-mail: mjtarlow@3ifund.com

with a copy (for informational purposes only) to:

Sullivan & Worcester LLP

1251 Avenue of the Americas, 19th Floor

New York, New York 10020

Telephone: (212) 660-3060

Attention: David E. Danovitch, Esq.

E-mail: ddanovitch@sullivanlaw.com

or to such other mailing address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

10.                Additional Covenants of the Company. The Company hereby represents, warrants, and covenants to the Holder as follows:

11.    Entire Agreement; Amendments. This Agreement and the Transaction Documents (as defined in the New Note) constitute the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by the parties hereto. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be duly executed as of the day and year first above written.

Schedule A

Prior Notes

All of the following promissory notes were issued by the Company to the Holder. The issuance date, maturity date and initial principal amount of each Prior Note is set forth below.

Schedule B

1.     Failure to Maintain Availability of the Registration Statement

The Company has failed to maintain an effective and available applicable Registration Statement in accordance with the terms of the Securities Purchase Agreement, and such lapse and unavailability has continued for a period of ten (10) consecutive days and for more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Securities Purchase Agreement)), in violation of Section 4(a)(ii) of the Notes.

2.     Failure to Maintain Listing on an Eligible Market

The Company's common stock has failed to remain listed on an Eligible Market (as defined in the Notes) for a period of more than ten (10) consecutive trading days. Specifically, the Company's common stock was delisted from NYSE American on May 11, 2025, and has remained unlisted since then, which constitutes an Event of Default under Section 4(a)(iii) of the Notes.

3.     Failure to Make Required Principal, Interest, and Make-Whole Payments When Due

The Company and each Subsidiary has failed to pay to the Holders Principal, Interest, Make- Whole Amounts, Late Charges, and other amounts when and as due under the Notes (including, without limitation, the Company’s and each Subsidiary’s failure to pay any redemption payments or amounts thereunder) or any other Loan Documents, and the failure to pay Interest and Late Charges when and as due has remained uncured for a period of more than five (5) Trading Days.

4.     Breach of Covenants

The Company has breached and failed to comply with various covenants set forth in Section 15 of the Notes and Section 4 of the Securities Purchase Agreement, in violation of Section 4(a)(xvi) of the Notes.

5.     Failure to Provide Required Notice

The Company has breached its covenant under Section 4(b) of the Notes requiring the Company to provide written notice to the Holders of any Event of Default within one (1) business day of the occurrence of such Event of Default. The Company became aware of the delisting Event of Default described above on or about May 11, 2025,but has failed to provide the required notice to the Holder, constituting an additional and separate Event of Default under the Notes.

6.     Events of Default under the Note are Events of Default under the Security Agreement

The occurrence of Events of Default, as defined in the Notes, are also Events of Default under Section 6(a) of the Security Agreement.

Exhibit A

Non-Convertible Secured Promissory Note

(Attached)

Exhibit B

Security Agreement

(Attached)

Exhibit C

Subsidiary Guarantee

(Attached)