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): October 14, 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 1.01. Entry Into a Material Definitive Agreement.

On October 14, 2025, the Company issued a non-convertible promissory note (the “First Note”) in the principal amount of Four Hundred Seventy-One Thousand Dollars ($471,000) 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) April 14, 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 October 27, 2025, the Company issued a non-convertible promissory note (the “Second Note”) in the principal amount of Four Hundred Forty-One Thousand Dollars ($441,000) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) April 27, 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 November 3, 2025, the Company issued a non-convertible promissory note (the “Third Note”) in the principal amount of One Hundred One Thousand One Hundred Seventy-Six Dollars ($101,176) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 6, 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.

On November 10, 2025, the Company issued a non-convertible promissory note (the “Fourth Note”) in the principal amount of Three Hundred Forty-Five Thousand Dollars ($345,000) to the Holder. The Fourth Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 10, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Fourth Note); or (iii) when, upon or after the occurrence of an event of default under the Fourth Note. All payments by the Company upon maturity, redemption or prepayment of the Fourth shall include, together with all other amounts of principal and/or interest, a premium payment equal to 15% of the principal amount of the Fourth Note.

The Fourth 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, Third Note and Fourth 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, Third Note and Fourth Note are qualified in their entirety by reference to the full text of the First Note, Second Note, Third Note and Fourth Note, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 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, Third Note and Fourth 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, Third Note and Fourth 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

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.