8-K: Current report
Published on December 3, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2025, Scorpius Holdings, Inc. (the “Company”) issued a second amended and restated 1% convertible promissory note in the principal amount of $2,250,000 (the “Second Restated Note”) to Elusys Holdings Inc., a Delaware corporation, which is a company controlled by the Company’s Chairman, Chief Executive Officer and President, Jeffrey Wolf. The Second Restated Note amends and restates in its entirety the amended and restated 1% convertible promissory note, issued by the Company on May 1, 2024 to Elusys Holdings Inc. in the principal amount of $2,250,000.
The Second Restated Note extends the maturity date of the note from September 1, 2025 to March 1, 2026.
The foregoing description of the Second Restated Note is qualified in its entirety by reference to the full text of the Second Restated Note, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein in its 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 Second Restated Note and the shares of common stock that may be issued under the Second Restated Note are being offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 3(a)(9) thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit Number | Description | |
| 4.1 | Second Amended and Restated 1% Convertible Promissory Note, dated December 2, 2025, in the principal amount of $2,250,000 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: December 3, 2025 | SCORPIUS HOLDINGS, INC. | |
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and Chief Executive Officer | |