Scorpius Holdings, Inc. 8-K/A

What Happened

• On December 10, 2025 Scorpius Holdings, Inc. disclosed that certain assets (the “Disposed Assets”) were foreclosed upon and sold under Article 9 of the Uniform Commercial Code by the collateral agent for holders of the company’s secured notes. The Disposed Assets comprised substantially all of the company’s non‑cash assets tied to its CDMO (contract development and manufacturing) and research & development activities and related subsidiaries.
• The foreclosure related to senior secured convertible notes dated December 6, 2024 (original principal aggregate $13,388,889) and non‑convertible secured promissory notes (aggregate principal $9,841,765) that encumbered those assets. The company reported the sale constituted a disposition of a significant amount of assets.

Key Details

• Foreclosure sale date: December 10, 2025 (conducted by the collateral agent under UCC Article 9).
• Secured debt involved: $13,388,889 in senior secured convertible notes and $9,841,765 in non‑convertible secured promissory notes.
• Assets affected: Substantially all non‑cash assets related to Scorpius’s CDMO and R&D activities and subsidiaries, which were collateral under the secured notes.
• Filing update: This Form 8‑K/A replaces previously filed unaudited pro forma financial statements with unaudited pro forma condensed consolidated balance sheet and statements of operations and comprehensive loss for the nine months ended September 30, 2025; no other changes were made to the original Form 8‑K.

Why It Matters

• The company’s transfer of substantially all non‑cash, operational assets to secured creditors is a material event that can significantly affect Scorpius’s ability to continue CDMO and R&D operations and will materially change its asset base and financial condition.
• Investors should review the amended pro forma financial statements filed with this 8‑K/A and other SEC filings for updated information on the company’s post‑sale financial position and any disclosures about remaining obligations, potential acceleration of debt, or plans for operations going forward.