UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025
For the quarterly period ended June 30, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-35994

Scorpius Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	26-2844103 (I.R.S. Employer Identification No.)

1305 East Houston Street San Antonio, TX (Address of principal executive offices)	78205 (Zip Code)

(726) 201-5050

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ ☒ No ☒☐

As of ~~August~~January 2212, ~~2025~~2026, there were 61,142,712 shares of Common Stock, $0.0002 par value per share, outstanding.

Table of Contents

SCORPIUS HOLDINGS, INC.

TABLE OF CONTENTS


		Page No.

	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2025 (Unaudited) and December 31, 2024	2

	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the three and six months ended ~~March~~June 3130, 2025 ~~and~~June 30, 2024	3

	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (Unaudited) for the three and six months ended ~~March~~June 3130, 2025 and June 30, 2024	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024	6

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2325

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2931

Item 4.	Controls and Procedures	2932

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	3133

Item 1A.	Risk Factors	3133

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3537

Item 3.	Defaults Upon Senior Securities	3537

Item 4.	Mine Safety Disclosures	3537

Item 5.	Other Information	3537

Item 6.	Exhibits	3537

SIGNATURES		3841

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future performance and our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to raise additional capital to support our manufacturing operations and other operations, our ability to develop products of commercial value and to identify the outcome of research and development activities, our reliance on third-parties, our ability to successfully operate a manufacturing facility, competitive developments, the effect of current and future legislation and regulation and regulatory actions, as well as other risks described more fully in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part II, Item 1A. “Risk Factors” and elsewhere herein and those identified under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 30, 2025 (the “2024 Annual Report”). Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

As a result of these and other factors, we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NOTE REGARDING COMPANY REFERENCES

Throughout this Quarterly Report on Form 10-Q, “Scorpius”, “the Company,” “we”, “us”, and “our” refer to Scorpius Holdings, Inc.

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SCORPIUS HOLDINGS, INC.

Condensed Consolidated Balance Sheets


	~~March~~June 3130,		December 31,
	2025		2024
		(unaudited)
Current Assets
Cash and cash equivalents	$	~~188~~520,~~914~~518	$	1,027,997
Short-term investments		~~60,248~~—		135,143
Accounts receivable		~~209~~25,~~776~~058		143,469
Prepaid expenses and other current assets		1757,~~377,477~~868		1,755,658
Inventory - raw materials		203,~~663~~665		198,688
Total Current Assets		21,~~040~~507,~~078~~109		3,260,955

Long Term Assets
Property and equipment, net		109,~~500~~453,~~587~~071		12,315,460
Operating lease right-of-use asset		~~664~~621,~~361~~033		4,803,361
Finance lease right-of-use asset		109,~~283~~891,~~722~~003		17,223,359
Other assets		—		203,135
Deposits		96,826		271,449
Related party receivable		—		1,100,000
Total Assets	$	2321,~~585~~569,~~574~~042	$	39,177,719

Liabilities and Stockholders' (Deficit) Equity

Current Liabilities
Accounts payable	$	4,~~474~~218,~~312~~082	$	3,227,313
Deferred revenue		1,~~474~~712,~~949~~422		1,466,094
Operating lease liability, current portion		~~166~~173,~~688~~586		474,972
Finance lease liability, current portion		~~907~~950,~~741~~660		945,058
Accrued expenses and other liabilities		2,~~683~~800,~~375~~683		2,160,258
Convertible promissory notes payable, related party		1211,~~043~~232,000		16,015,400
Non-convertible promissory notes payable, related party		12,~~390~~190,000		—
Total Current Liabilities		23,~~140~~277,~~065~~433		24,289,095

Long Term Liabilities
Operating lease liability, net of current portion		~~652~~604,~~006~~584		3,036,157
Finance lease liability, net of current portion		5,~~588~~319,~~271~~299		8,076,989
Warrants		768,000		2,098,000
Warrant liability		287,000		2,098,000
Total Liabilities		3029,~~148~~488,~~342~~316		37,500,241

Commitments and Contingencies (Notes 7, 12, and 13)

Stockholders' (Deficit) Equity
Common stock, $0.0002 par value; 250,000,000 shares authorized, 12,387,712 and 5,083,268 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		2,478		1,017
Common stock, $0.0002 par value; 250,000,000 shares authorized, 61,142,712 and 5,083,268 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		12,229		1,017
Additional paid-in capital		~~296~~299,~~310~~348,~~690~~234		293,253,163
Accumulated deficit		(~~297~~301,~~893~~973,~~225~~508)		(287,178,670)
Accumulated other comprehensive income		~~213~~127,~~002~~671		224,110
Total Scorpius Holdings, Inc. Stockholders' (Deficit) Equity		(12,~~367~~485,~~055~~374)		6,299,620
Non-Controlling Interest		(5,~~195~~433,~~713~~900)		(4,622,142)
Total Stockholders' (Deficit) Equity		(67,~~562~~919,~~768~~274)		1,677,478

Total Liabilities and Stockholders' (Deficit) Equity	$	2321,~~585~~569,~~574~~042	$	39,177,719

See Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

SCORPIUS HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	~~Three Months Ended~~	Three Months Ended					Six Months Ended
	~~March 31,~~	June 30,					June 30,
	~~2025~~	2025		~~2024~~	2024		2025		2024
Revenue	$	~~212,264~~$	227,534	$	~~3,513,948~~$	759,944	$	439,798	$	4,273,892

Operating expenses:
Cost of revenues		~~376,157~~	213,658		~~938,212~~	837,937		589,815		1,776,149
Research and development		~~3,165,639~~	2,792,224		~~3,888,345~~	3,606,621		5,957,863		7,494,966
Selling, general and administrative		~~4,004,166~~	2,996,874		~~5,009,231~~	5,013,671		7,001,040		10,022,902
Loss on lease assignment and termination		~~5,733,298~~	—		—	—		5,733,298		—
Loss on disposal of long-lived assets		~~721,564~~	—		—	564,692		721,564		564,692
Change in fair value of contingent earn-out receivable, related party		—	—		~~(1,000,000)~~	—		—		(1,000,000)
Total operating expenses		~~14,000,824~~	6,002,756		~~8,835,788~~	10,022,921		20,003,580		18,858,709

Operating loss		~~(13,788,560)~~	(5,775,222)		~~(5,321,840)~~	(9,262,977)		(19,563,782)		(14,584,817)

Interest income		~~1,108~~	351		~~16,918~~	1,146		1,459		18,064
Interest expense		~~(223,625)~~	(187,900)		~~(249,719)~~	(240,207)		(411,525)		(489,926)
Loss on settlement of related party receivable		~~(780,000)~~	—		—	—		(780,000)		—
Loss on extinguishment of warrant liability		~~(198,000)~~	(81,000)		—	—		(279,000)		—
Change in fair value of warrant liability		1,528,000			—
Gain on debt extinguishment			—			170,000		—		170,000
Change in fair value of related party receivable		230,000			—
Change in fair value of warrant liability			562,000			—		2,090,000		—
Change in fair value of non-convertible promissory notes, related party		(30,000)			—
Change in fair value of related party receivable			—			—		230,000		—
Change in fair value of convertible promissory notes, related party		1,963,321			(96,000)
Change in fair value of non-convertible promissory notes, related party			270,000			(10,000)		240,000		(10,000)
Other income		9,630			1,077,422
Change in fair value of convertible promissory notes, related party			811,000			(8,250)		2,774,321		(104,250)
Other expense		—			(85,449)
Other income			82,301			66,564		91,931		1,100,003
Unrealized gain on short-term investments		—			980
Other expense			—			—		—		(41,466)
Total non-operating income		2,500,434			664,152
Unrealized gain on short-term investments			—			15		—		995

Total non-operating income (expense)			1,456,752			(20,732)		3,957,186		643,420
Net loss before income taxes		(11,288,126)			(4,657,688)

Income tax benefit		—			—
Net loss before income taxes			(4,318,470)			(9,283,709)		(15,606,596)		(13,941,397)
Net loss		(11,288,126)			(4,657,688)
Income tax benefit			—			—		—		—
Net loss - non-controlling interest		(573,571)			(240,139)
Net loss			(4,318,470)			(9,283,709)		(15,606,596)		(13,941,397)
Net loss attributable to Scorpius Holdings, Inc.	$	(10,714,555)		$	(4,417,549)
Net loss - non-controlling interest			(238,187)			(408,861)		(811,758)		(649,000)

Net loss attributable to Scorpius Holdings, Inc.		$	(4,080,283)		$	(8,874,848)	$	(14,794,838)	$	(13,292,397)
Weighted-average common shares outstanding, basic and diluted (Notes 8 and 10)		9,220,185			140,781


Weighted-average common shares outstanding, basic and diluted (Note 10)			45,069,635			328,979		27,243,942		234,936
Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted	$	(1.16)		$	(31.38)


Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted		$	(0.09)		$	(26.98)	$	(0.54)	$	(56.58)
Comprehensive loss

Net loss	$	(11,288,126)		$	(4,657,688)
Comprehensive loss
Unrealized (loss) gain on foreign currency translation		(11,108)			80,998
Net loss		$	(4,318,470)		$	(9,283,709)	$	(15,606,596)	$	(13,941,397)
Total comprehensive loss		(11,299,234)			(4,576,690)
Unrealized (loss) gain on foreign currency translation			(85,331)			(42,706)		(96,439)		38,292
Comprehensive loss attributable to non-controlling interest		(573,571)			(240,139)
Total comprehensive loss			(4,403,801)			(9,326,415)		(15,703,035)		(13,903,105)
Comprehensive loss - Scorpius Holdings, Inc.	$	(10,725,663)		$	(4,336,551)
Comprehensive loss attributable to non-controlling interest			(238,187)			(408,861)		(811,758)		(649,000)
Comprehensive loss - Scorpius Holdings, Inc.		$	(4,165,614)		$	(8,917,554)	$	(14,891,277)	$	(13,254,105)

See Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

SCORPIUS HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited)


	Three Months Ended June 30, 2025
							Accumulated
							Other				Total
	Common				Accumulated		Comprehensive		Non-Controlling		Stockholders'
	Stock		APIC		Deficit		Income		Interest		Deficit
Balance at March 31, 2025	$	2,478	$	296,310,690	$	(297,893,225)	$	213,002	$	(5,195,713)	$	(6,562,768)
Contribution recognized for 2025 Non-Convertible Promissory Notes, Related Party issued at premium		—		890,000		—		—		—		890,000
Private investment in public entity		9,751		1,932,899		—		—		—		1,942,650
Stock-based compensation		—		214,645		—		—		—		214,645
Other comprehensive income		—		—		—		(85,331)		—		(85,331)
Net loss		—		—		(4,080,283)		—		(238,187)		(4,318,470)
Balance at June 30, 2025	$	12,229	$	299,348,234	$	(301,973,508)	$	127,671	$	(5,433,900)	$	(7,919,274)

	~~Three~~Six Months Ended ~~March~~June 3130, 2025
							Accumulated
							Other				Total
	Common				Accumulated		Comprehensive		Non-Controlling		Stockholders'
	Stock		APIC		Deficit		Income		Interest		Equity (Deficit)
Balance at December 31, 2024	$	1,017	$	293,253,163	$	(287,178,670)	$	224,110	$	(4,622,142)	$	1,677,478
Partial conversion of December 2024 Secured Convertible Notes		1,204		2,007,875								2,009,079
Partial conversion of December 2024 Secured Convertible Notes, Related Party		1,204		2,007,875								2,009,079
Exercise of August 2024 PFWs		257		(257)		—		—		—		—
Exercise of August 2024 pre-funded warrants		257		(257)		—		—		—		—
Contribution recognized for 2025 Non-Convertible Promissory Notes, Related Party issued at premium		—		~~840~~1,730,000		—		—		—		~~840~~1,730,000
Stock-based compensation		—		209,909		—		—		—		209,909
Private investment in public entity		9,751		1,932,899		—		—		—		1,942,650
Other comprehensive income		—		—		—		(11,108)		—		(11,108)
Stock-based compensation		—		424,554		—		—		—		424,554
Net loss		—		—		(10,714,555)		—		(573,571)		(11,288,126)
Other comprehensive income		—		—		—		(96,439)		—		(96,439)
Balance at March 31, 2025	$	2,478	$	296,310,690	$	(297,893,225)	$	213,002	$	(5,195,713)	$	(6,562,768)
Net loss		—		—		(14,794,838)		—		(811,758)		(15,606,596)
Balance at June 30, 2025	$	12,229	$	299,348,234	$	(301,973,508)	$	127,671	$	(5,433,900)	$	(7,919,274)

See Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

SCORPIUS HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited)


	Three Months Ended June 30, 2024
							Accumulated
							Other				Total
	Common				Accumulated		Comprehensive		Non-Controlling		Stockholders'
	Stock		APIC		Deficit		Income		Interest		Equity
Balance at March 31, 2024	$	36	$	287,258,281	$	(258,788,376)	$	129,875	$	(3,342,336)	$	25,257,480
Issuance of common stock from public offering		63		5,680,219		—		—		—		5,680,282
Stock-based compensation		—		249,209		—		—		—		249,209
Other comprehensive loss		—		—		—		(42,706)		—		(42,706)
Net loss		—		—		(8,874,848)		—		(408,861)		(9,283,709)
Balance at June 30, 2024	$	99	$	293,187,709	$	(267,663,224)	$	87,169	$	(3,751,197)	$	21,860,556

	~~Three~~Six Months Ended ~~March~~June 3130, 2024
							Accumulated
							Other				Total
	Common				Accumulated		Comprehensive		Non-Controlling		Stockholders'
	Stock		APIC		Deficit		Income		Interest		Equity
Balance at December 31, 2023	$	26	$	285,718,456	$	(254,370,827)	$	48,877	$	(3,102,197)	$	28,294,335
Issuance of common stock - ESPP		—		12,904		—		—		—		12,904
Stock-based compensation		—		~~283~~533,~~877~~087		—		—		—		~~283~~533,~~877~~087
At-the-market sale of common stock, net of issuance costs		—		8,~~053~~052		—		—		—		8,~~053~~052
Issuance of common stock from public offering		1073		16,~~234~~915,~~990~~210		—		—		—		16,~~235~~915,~~000~~283
Other comprehensive income		—		—		—		8038,~~998~~292		—		8038,~~998~~292
Net loss		—		—		(413,~~417~~292,~~549~~397)		—		(~~240~~649,~~139~~000)		(413,~~657~~941,~~688~~397)
Balance at March 31, 2024	$	36	$	287,258,280	$	(258,788,376)	$	129,875	$	(3,342,336)	$	25,257,479
Balance at June 30, 2024	$	99	$	293,187,709	$	(267,663,224)	$	87,169	$	(3,751,197)	$	21,860,556

See Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

SCORPIUS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	~~For~~Six ~~the Three~~ Months Ended
	~~March~~June 3130,
	2025		2024
Cash Flows from Operating Activities
Net loss	$	(1115,~~288~~606,~~126~~596)	$	(413,~~657~~941,~~688~~397)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		13,~~666~~106,~~486~~721		13,~~806~~635,~~375~~897
Noncash lease expense		7073,~~685~~489		94184,~~767~~101
Stock-based compensation		~~209~~424,~~909~~554		~~283~~533,~~877~~086
Loss on lease assignment and termination		5,733,298		—
Loss on disposal of long-lived assets		721,564		—
Foreign exchange gain		(96,638)		—
Loss on disposal of long-lived assets		721,564		564,692
Loss on settlement of related party receivable		780,000		—
Loss on extinguishment of warrant liability		~~198~~279,000		—
Change in fair value of warrant liability		(1,528,000)		—
Gain on debt extinguishment		—		(170,000)
Change in fair value of warrant liability		(2,090,000)		—
Change in fair value of related party receivable		(230,000)		—
Change in fair value of non-convertible promissory notes, related party		30(240,000)		—10,000
Change in fair value of convertible promissory notes, related party		(12,~~963~~774,321)		96104,~~000~~250
Unrealized gain on short-term investments		—		(3,022)
Change in fair value of contingent earn-out receivable, related party		—		(1,000,000)
Noncash interest expense		—		102
Unrealized gain on short-term investments		—		(995)
(Increase) decrease in:
Accounts receivable		~~(76~~118,~~440)~~411		(1,~~160~~945,~~808~~104)
Prepaid expenses and other current assets		~~378~~997,~~181~~790		~~(351~~258,~~249)~~680
Inventory		(4,975)		(536,862)
Inventory - raw materials		(4,977)		838,331
Other assets		203,135		—
Deposits		174,623		(26,622)
Increase (decrease) in:
Accounts payable		1766,~~021,349~~118		~~683~~(313,~~929~~048)
Deferred revenue		8246,~~855~~328		(134,~~798,182)~~298
Accrued expenses and other liabilities		~~523~~640,~~117~~425		1575,~~885,505~~902
Net Cash Used In Operating Activities		(36,~~371~~777,~~660~~076)		(410,~~683~~657,~~878~~929)

Cash Flows from Investing Activities
Purchase of short-term investments		(1,~~105~~408)		(~~681~~682,~~876~~648)
Proceeds from sale of short-term investments		76136,~~000~~551		2,~~762~~855,~~215~~775
Purchases of property and equipment		(57,704)		(~~299~~695,~~344~~700)
Proceeds from sale of intellectual property license		—		1,000,000
Net Cash Provided by Investing Activities		1777,~~191~~439		2,~~780~~477,~~995~~427

Cash Flows from Financing Activities
Proceeds from settlement of related party receivable		550,000		—
Repayments of principal under finance lease		(~~234~~460,~~638~~691)		(~~231~~469,~~126~~299)
Proceeds from issuance of common stock		—1,942,650		17,~~500~~631,~~000~~381
Stock issuance costs		—		(~~265~~894,~~350~~868)
Proceeds from issuance of convertible promissory note, related party		—		2,~~250~~253,~~000~~750
Proceeds from issuance of non-convertible promissory notes, related party		24,~~200~~610,000		—750,000
Proceeds from issuance of common stock through at-the-market		—		8,~~403~~399
Proceeds from issuance of common stock upon exercise of warrants		—		178,424
Proceeds from issuance of common stock under ESPP		—		12,904
Net Cash Provided by Financing Activities		2,515,362		3,274,831
Repayments of non-convertible promissory notes, related party		(450,000)		—
Net Cash Provided by Financing Activities		6,191,959		9,470,691

Effect of exchange rate changes on cash and cash equivalents		24199		(23,~~029~~002)

Net (Decrease) Increase in Cash and Cash Equivalents		(~~839~~507,~~083~~479)		1,~~369~~287,~~919~~187

Cash and Cash Equivalents – Beginning of the Period		1,027,997		184,925

Cash and Cash Equivalents – End of the Period	$	~~188~~520,~~914~~518	$	1,~~554~~472,~~844~~112


(Continued)

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SCORPIUS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)


	~~For~~Six ~~the Three~~ Months Ended
	~~March~~June 3130,
	2025		2024
Supplemental Disclosure for Cash Flow Information:
Right-of-use assets surrendered upon operating lease modifications	$	—	$	(~~105~~85,~~237~~226)
Supplemental disclosure of non-cash investing and financing activities:
Exercise of August 2024 PFWs	$	257	$	—
Exercise of August 2024 pre-funded warrants	$	257	$	—
Issuance of common stock from conversion of promissory note, related party	$	2,009,079	$	—
Purchases of property and equipment included in accounts payable	$	—	$	202,988

See Notes to Consolidated Financial Statements (Unaudited)

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1. Organizational Structure and Basis of Presentation

Organizational Structure

On October 10, 2025, Scorpius Holdings, Inc. and subsidiaries (“the Company” or “Scorpius”) received a Notice of Public Disposition under the Uniform Commercial Code (the “UCC Notice”) from the collateral agent on behalf of the holders of the December 2024 Secured Convertible Notes (the “Collateral Agent”). The December 2024 Secured Convertible Notes were in default and secured by a lien on all of the Company’s assets. The UCC Notice established the timing and location of a public sale of all or a portion of the Company’s pledged collateral, which occurred on November 24, 2025. The Collateral Agent closed on the sale of certain assets pertaining to the Company’s CDMO biomanufacturing facility on December 10, 2025 for $16,253,147. See Note 13 Subsequent Events for details of the allocation of proceeds from the asset sale as well as the aggregate obligations remaining after the application of the asset sale proceeds. Upon the closing, the Company has no or nominal operations and no or nominal assets.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Scorpius Holdings, Inc. and subsidiaries (“the Company” or “Scorpius”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.

Unless otherwise noted, all share amounts and per share data in prior period interim consolidated financial statements have been adjusted to give effect to the 1-for-200 reverse stock split that occurred on July 17, 2024.

2. Summary of Significant Accounting Policies

Going Concern Uncertainty

The Company has an accumulated deficit of $~~297~~302.90 million as of ~~March~~June 3130, 2025; a net loss of approximately $1115.36 million for the ~~three~~six months ended ~~March~~June 3130, 2025; and has not generated significant revenue or positive cash flows from operations. As further described in Note 7, the Company is in default on the December 2024 Secured Convertible Notes, Related Party and the 2025 Non-Convertible Promissory Notes, Related Party as a result of its failure to repay amounts when due and failing to pay indebtedness in excess of $150,000 to certain third parties. As of ~~March~~June 3130, 2025, the Company had approximately $0.25 million in cash and cash equivalents ~~and short-term investments~~. The Company will need to generate significant revenues to achieve profitability, and it may never do so. Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the consolidated financial statements are issued.

~~The~~Since ~~Company expects to incur significant expenses and continued losses from operations for~~ the ~~foreseeable~~Collateral ~~future.~~Agent ~~The~~has ~~Company~~sold ~~expects significant expenses~~ in ~~connection~~a ~~with~~public ~~its~~auction ~~ongoing~~on ~~activities~~November 24, ~~particularly~~2025 asall ~~the Company ramps up operations~~ of ~~the~~our ~~biomanufacturing~~assets ~~facility~~related ~~in San Antonio while simultaneously striving~~ to ~~mitigate~~our ~~the~~CDMO ~~impact to ongoing~~ operations, ~~resulting~~we ~~from~~do ~~the~~not ~~manufacturing~~have ~~lease~~any ~~termination~~assets ~~further~~that ~~described~~can ingenerate ~~Note~~revenue ~~12.~~and Intherefore ~~addition,~~we ~~any~~do ~~new~~not ~~business~~anticipate ~~ventures~~generating ~~that~~any ~~the~~revenue ~~Company~~from ~~may~~operations ~~engage~~ in ~~are~~the ~~likely~~near ~~to require commitments of capital~~term. ~~Accordingly,~~We ~~the~~do ~~Company~~not ~~will~~expect ~~need~~ to ~~obtain~~generate ~~substantial~~revenue ~~additional~~unless ~~funding~~and inuntil ~~connection~~we ~~with~~consummate ~~its~~a ~~planned~~strategic ~~operations.~~transaction ~~Adequate~~such ~~additional~~as ~~financing~~a ~~may~~reverse ~~not~~merger ~~be available to the Company on acceptable terms,~~ or atasset ~~all~~acquisition. However, Ifwe ~~the~~can ~~Company~~provide isno ~~unable~~assurance tothat ~~raise~~we ~~capital when needed or on attractive terms, it~~ will be ~~forced~~able to ~~delay,~~find ~~reduce~~a ormerger ~~eliminate~~candidate ~~its research and development programs, any future commercialization efforts~~ or ~~the~~funding ~~manufacturing~~to ~~services~~acquire itother ~~plans to provide~~assets. If Toare ~~meet~~unable ~~its capital needs, the Company intends~~ to ~~continue~~find tofinancing ~~consider~~or ~~multiple~~undertake ~~alternatives,~~a ~~including,~~strategic ~~but~~alternative ~~not~~we ~~limited~~may need to, ~~additional~~file ~~equity~~for ~~financings such as sales of its common stock under at-the-market offerings~~bankruptcy, ~~debt~~liquidate ~~financings,~~our ~~equipment~~company ~~sale~~or ~~leasebacks,~~reorganize ~~partnerships, grants, funding collaborations and other funding transactions, if any are available. In February 2025,~~ the Company, ~~engaged~~or a ~~third~~combination ~~party~~of tothe ~~assist in exploring strategic alternatives~~foregoing.

Risk and Uncertainties

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, a small customer base with mostly short-term contracts, uncertainty of market acceptance of the Company’s service offerings, market competition from similar and larger sized CDMO companies, competitive pricing pressure, and dependence on key individuals and sole source suppliers.

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~~The~~NYSE ~~Company~~American ~~depends~~Delisting on third-party suppliers for key materials and services used in research and development, as well as manufacturing processes, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply adequate materials and services. If third-party suppliers do not supply raw materials on a timely basis, the Company’s manufacturing services may be delayed or canceled which would adversely impact its financial condition and results of operations. If the Company’s suppliers are non-compliant with the FDA’s quality system regulations or other applicable laws or regulations, the Company would be required to find alternative suppliers.Nofitification

On April 16, 2025, the Company received a notice from the NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American LLC under the timely filing criteria included in Section 1007 of the NYSE American Company Guide because the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024, which was due to be filed with the Securities and Exchange Commission no later than April 15, 2025. The April 30, 2025 filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 satisfied the late filing notification; however, it did not satisfy the Company’s other deficiencies.

On April 21, 2025, the Company received notice from the NYSE Regulation that it had suspended trading of the Company’s common stock and commenced proceedings to delist the Company’s common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common stock. Although the Company had a right to a review of the staff’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American, the Company did not request a review of, or appeal, the staff’s determination. Shares of the Company’s common stock began trading on the OTC Markets Pink Limited exchange on April 22, 2025.

On May 1, 2025, the NYSE American filed a Form 25 with the Securities and Exchange Commission to delist the Company’s common stock, which delisting became effective ten days after the filing of the Form 25. The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.

Concentration of Credit Risk

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to such balances and does not believe it is exposed to significant credit risk on cash and cash equivalents. As of ~~March~~June 3130, 2025, ~~there~~one ~~were~~account nobalance ~~cash~~was ~~amounts~~approximately $410,000, resulting in ~~excess~~an uninsured balance of approximately $~~250~~160,000. As of December 31, 2024, one account balance was approximately $940,000, resulting in an uninsured balance of approximately $690,000.

Other Assets

The balance at December 31, 2024 consists of $0.2 million of land option agreements related to the location for a potential Kansas commercial CDMO facility. During the ~~three~~six months ended ~~March~~June 3130, 2025, the agreements expired and plans for the facility were abandoned with the related charge recognized as a component of selling, general, and administrative expense.

Contingent Earn-Out Receivable, Related Party and Related Party Receivable

Contingent earn-out receivable, related party represented the estimated fair value of royalty earnout payments related to consideration from the divestiture of Elusys Therapeutics, Inc. (“Elusys”) to Elusys Holdings, Inc. (“Elusys Holdings”), a company controlled by the Company’s Chairman, Chief Executive Officer, and President, Jeffrey Wolf.

The contingent earn-out provisions were prescribed by the Asset and Equity Interests Purchase Agreement (the “Purchase Agreement”), dated December 11, 2023, by and between Elusys Holdings and the Company.

On July 30, 2024, the Purchase Agreement was amended (the “First Amendment”) which, among other provisions, restructured the contingent earn-out to a fixed $2.5 million to be paid on or before December 31, 2028, resulting in a reclassification of the receivable to related party receivable. On March 12, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to the Purchase Agreement whereby the $2.5 million payment obligation was settled in exchange for $550,000 paid by Elusys Holdings to the Company. The Company recognized a loss on settlement of related party receivable of nil and $0.8 million for the three and six months ended ~~March~~June 3130, 2025, corresponding to the estimated fair value of the related party receivable immediately prior to the Second Amendment.

Convertible and Non-convertible Promissory Notes, Related Party

The Company accounts for its convertible and non-convertible promissory notes, related party under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, an election can be made at the inception of a financial instrument to measure the instrument at fair value (the “fair value option”) under ASC 825 as long as no part of the financial instrument is classified as a component of equity. The Company has determined all relevant criteria have been met and has made such election for its convertible promissory notes, related party because the election allows the Company to present a single liability, inclusive of embedded features which might otherwise require separate recognition. The election has been made for non-convertible promissory notes, related party, to provide consistency across all eligible financial instruments. As a result, these promissory notes are required to be recorded at their initial fair value on the date of issuance, and remeasured at each balance sheet date thereafter. Subsequent changes in their estimated fair value are recognized as a change in the fair value of the convertible and non-convertible promissory notes, related party, in the statements of operations and comprehensive income. The Company does not separately report interest attributable to financial instruments accounted for pursuant to the fair value option because such interest is included in the determination of fair value of those financial instruments and changes thereto. The change in fair value attributable to the change in the instrument-specific credit risk,

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ifConvertible ~~any,~~and isNon-convertible ~~presented~~Promissory ~~separately in other comprehensive income. No such amounts were reported in other comprehensive income during the three months ended March 31~~Notes, ~~2025~~Related ~~and 2024.~~ Party

The Company accounts for its convertible and non-convertible promissory notes, related party under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, an election can be made at the inception of a financial instrument to measure the instrument at fair value (the “fair value option”) under ASC 825 as long as no part of the financial instrument is classified as a component of equity. The Company has determined all relevant criteria have been met and has made such election for its convertible promissory notes, related party because the election allows the Company to present a single liability, inclusive of embedded features which might otherwise require separate recognition. The election has been made for non-convertible promissory notes, related party, to provide consistency across all eligible financial instruments. As a result, these promissory notes are required to be recorded at their initial fair value on the date of issuance, and remeasured at each balance sheet date thereafter. Subsequent changes in their estimated fair value are recognized as a change in the fair value of the convertible and non-convertible promissory notes, related party, in the statements of operations and comprehensive income. The Company does not separately report interest attributable to financial instruments accounted for pursuant to the fair value option because such interest is included in the determination of fair value of those financial instruments and changes thereto. The change in fair value attributable to the change in the instrument-specific credit risk, if any, is presented separately in other comprehensive income. No such amounts were reported in other comprehensive income during the three and six months ended June 30, 2025 and 2024.

Segment Information

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The CODM views its operations and manages its business as one operating segment, focused on contract development and manufacturing. The segment-level financial statement information is the same as the financial information presented in the statement of operations and comprehensive loss. The CODM assesses performance for the segment and decides how to allocate resources based on revenue and net loss as reported on the Statement of Operations, after taking into account the Company’s strategic priorities, its cash balance and its expected use of cash. Segment revenue is primarily derived from process development to Current Good Manufacturing Practices clinical and commercial manufacturing of biologics for the biotechnology and biopharmaceutical industries. The measure of segment assets is reported on the balance sheet as total assets.

Impact of Recently ~~Adopted~~Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to the new standard.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the Company’s consolidated statements of operations and comprehensive loss. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently assessing the impact ASU 2024-03 will have on its consolidated financial statements, including its footnote disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options. The amendments in the update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also make additional clarifications to assist stakeholders in applying the guidance, including a clarification that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments may be applied on either a prospective or a retrospective basis. The Company is currently assessing the impact ASU 2024-04 will have on its consolidated financial statements, including its footnote disclosures.

No other recently issued accounting pronouncement has had, or is expected to have, a material impact on the Company’s consolidated financial statements.

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instruments should be accounted for as an induced conversion. The amendments also make additional clarifications to assist stakeholders in applying the guidance, including a clarification that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments may be applied on either a prospective or a retrospective basis. The Company is currently assessing the impact ASU 2024-04 will have on its consolidated financial statements, including its footnote disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the update provide a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted. The amendments in ASU 2025-05 should be applied prospectively. The Company is currently evaluating the impact of this ASU and believes that the adoption will not have a material impact on the consolidated financial statements and related disclosures.

No other recently issued accounting pronouncement has had, or is expected to have, a material impact on the Company’s consolidated financial statements.

3. Fair Value of Financial Instruments

As a basis for determining the fair value of certain of the Company’s financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level I – Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level II – Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability.

As of ~~March~~June 3130, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. Cash equivalents are classified within Level I of the fair value hierarchy. Short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments is based on quoted market prices. There were no transfers between fair value hierarchy levels during the quarters ended ~~March~~June 3130, 2025 and 2024.

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The fair value of financial instruments measured on a recurring basis is as follows:


	As of ~~March~~June 3130, 2025
Description	Total		Level 1			Level 2	Level 3
Assets:
Short-term investments	$	60,248	$	60,248	$	—	$	—
Liabilities:
Convertible promissory notes, related party	$	1211,~~043~~232,000	$	—	$	—	$	1211,~~043~~232,000
Non-convertible promissory notes, related party	$	12,~~390~~190,000	$	—	$	—	$	12,~~390~~190,000
Warrant liability	$	~~768~~287,000	$	—	$	—	$	~~768~~287,000


	As of December 31, 2024
Description	Total			Level 1		Level 2	Level 3
Assets:
Short-term investments	$	135,143	$	135,143	$	—	$	—
Related party receivable	$	1,100,000	$	—	$	—	$	1,100,000
Liabilities:
Convertible promissory notes, related party	$	16,015,400	$	—	$	—	$	16,015,400
Warrant liability	$	2,098,000	$	—	$	—	$	2,098,000

The following tables summarize the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three and six months ended June 30, 2025 and 2024:


			Three Months Ended June 30, 2025
					Convertible		Non-Convertible
			Warrant		Promissory Notes,		Promissory Notes,
			Liability		Related Party		Related Party
Balance at March 31, 2025			$	(768,000)	$	(12,043,000)	$	(1,390,000)
Proceeds from issuance of non-convertible promissory notes, related party				—		—		(2,410,000)
Repayments of non-convertible promissory notes, related party				—		—		450,000
Contribution recognized for non-convertible promissory notes, related party issued at premium				—		—		890,000
Modification of warrants recognized as extinguishment				(81,000)		—		—
Change in fair value				562,000		811,000		270,000
Balance at June 30, 2025			$	(287,000)	$	(11,232,000)	$	(2,190,000)


	Six Months Ended June 30, 2025
	Related				Convertible		Non-Convertible
	Party		Warrant		Promissory Notes,		Promissory Notes,
	Receivable		Liability		Related Party		Related Party
Balance at December 31, 2024	$	1,100,000	$	(2,098,000)	$	(16,015,400)	$	—
Partial conversions to common stock		—		—		2,009,079		—
Proceeds from issuance of non-convertible promissory notes, related party		—		—		—		(4,610,000)
Repayments of non-convertible promissory notes, related party		—		—		—		450,000
Contribution recognized for non-convertible promissory notes, related party issued at premium		—		—		—		1,730,000
Modification of warrants recognized as extinguishment		—		(279,000)		—		—
Change in fair value		230,000		2,090,000		2,774,321		240,000
Proceeds from settlement of related party receivable		(550,000)		—		—		—
Loss on settlement of related party receivable		(780,000)		—		—		—
Balance at June 30, 2025	$	—	$	(287,000)	$	(11,232,000)	$	(2,190,000)

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The following tables summarize the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2025 and 2024:


	~~Related~~		Three Months Ended June 30, 2024		~~Convertible~~		~~Non-Convertible~~
	~~Party~~		~~Warrant~~Contingent		~~Promissory Notes,~~Convertible		~~Promissory Notes,~~Non-Convertible
	~~Receivable~~		~~Liability~~Earn-Out Receivable		~~Related~~Promissory ~~Party~~Notes,		~~Related~~Promissory ~~Party~~Notes,
Balance at December 31, 2024	$	1,100,000	$	(2,098,000)	$	(16,015,400)	$	—
Partial conversions to common stock		—		—		2,009,079		—
Proceeds from issuance of non-convertible promissory notes, related party		—		—		—		(2,200,000)
Contribution recognized for non-convertible promissory notes, related party issued at premium		—		—		—		840,000
Modification of warrants recognized as extinguishment		—		(198,000)		—		—
Change in fair value		230,000		1,528,000		1,963,321		(30,000)
Proceeds from settlement of related party receivable		(550,000)		—		—		—
Loss on settlement of related party receivable		(780,000)		—		—		—
Balance at March 31, 2025	$	—	$	(768,000)	$	(12,043,000)	$	(1,390,000)


			Contingent		Contingent		Convertible
			Consideration Receivable,		Earn-out Receivable,		Promissory Notes,
			Related Party		Related Party		Related Party
Balance at December 31, 2023			$	268,000	$	1,720,000	$	—
Balance at March 31, 2024			$	2,720,000	$	(2,081,750)	$	—
Settlement of contingent consideration receivable, related party, in connection with issuance of convertible promissory note, related party				(268,000)		—		(1,982,000)
Issuance of non-convertible promissory note, related party				—		—		(750,000)
Accrued interest				—		—		(3,750)
Gain on partial extinguishment				—		170,000		—
Change in fair value				—		1(28,~~000,000~~250)		~~(96~~10,000)
Balance at March 31, 2024			$	—	$	2,720,000	$	(2,081,750)
Balance at June 30, 2024			$	2,720,000	$	(1,940,000)	$	(740,000)

Adjustments associated with changes in fair value are the result of changes to both observable and unobservable inputs used in the measurement of fair value, which are reassessed at each reporting period. The unobservable inputs are reflected in the following tables, which present quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of financial assets and liabilities classified as Level 3 as of March 31, 2025 and December 31, 2024.


	Six Months Ended June 30, 2024
	Contingent		Contingent		Convertible		Non-Convertible
	Consideration Receivable		Earn-Out Receivable		Promissory Notes,		Promissory Notes,
	Related Party		Related Party		Related Party		Related Party
Balance at December 31, 2023	$	268,000	$	1,720,000	$	—	$	—
Issuance of non-convertible promissory note, related party		—		—		—		(750,000)
Issuance of convertible promissory note, related party		(268,000)		—		(1,985,750)		—
Gain on partial extinguishment		—		—		170,000		—
Change in fair value		—		1,000,000		(124,250)		10,000
Balance at June 30, 2024	$	—	$	2,720,000	$	(1,940,000)	$	(740,000)

12Adjustments associated with changes in fair value are the result of changes to both observable and unobservable inputs used in the measurement of fair value, which are reassessed at each reporting period. The unobservable inputs are reflected in the following tables, which present quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of financial assets and liabilities classified as Level 3 as of June 30, 2025 and December 31, 2024.

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	As of March 31, 2025
	Valuation Methodology		Significant Input		Weighted Average (range, if applicable)
Convertible promissory note, related party		Discounted Cash Flow Analysis		Maturity term		5 months
(Restated Elusys Convertible Note)				Risk free interest rate		4.3%
				Option-adjusted spread (1)		3.7%
				Principal amount	$	2.25 million

Non-convertible promissory notes, related party		Discounted Cash Flow Analysis		Maturity term		73 days
(2025 Non-Convertible Promissory Notes, Related Party)				Risk free interest rate		4.4%
				Option-adjusted spread (1)		3.7%
				Principal amount	$	2.20 million

Convertible promissory note, related party		Monte Carlo Simulation Model		Risk free interest rate		3.9%
(December 2024 Secured Convertible Notes)				Credit spread (1)		3.7%
				Volatility of common stock (1)		90.0%
				Expected term		2.68 years

Warrant liability		Black-Scholes Option Pricing Model		Risk free interest rate		4.0%
				Volatility of common stock (1)		64.0%
				Expected term		4.68 years


	As of ~~December~~June 3130, ~~2024~~2025
	Valuation Methodology		Significant Input		Weighted Average (range, if applicable)
Related party receivable		Discounted Cash Flow Analysis		Timing of expected payment		2028
Convertible promissory note, related party		Discounted Cash Flow Analysis		Maturity term		2 months
				Risk free interest rate		4.3%
(Restated Elusys Convertible Note, Related Party)				Risk free interest rate		4.3%
				Option-adjusted spread (1)		183.41%
				Principal amount	$	2.5 million

Convertible promissory note, related party		Discounted Cash Flow Analysis		Maturity term		8 months
(Restated Elusys Convertible Note)				Risk free interest rate		4.2%
				Option-adjusted spread (1)		18.6%
				Principal amount	$	2.25 million

Convertible promissory note, related party		Monte Carlo Simulation Model		Risk free interest rate		4.3%
Non-convertible promissory notes, related party		Discounted Cash Flow Analysis		Maturity term		67 days
(December 2024 Secured Convertible Notes)				Credit spread (1)		18.6%
(2025 Non-Convertible Promissory Notes, Related Party)				Risk free interest rate		4.4%
				~~Volatility~~Option-adjusted ofspread ~~common stock~~ (1)		853.01%
				~~Expected~~Principal ~~term~~amount	$	24.9316 ~~years~~million

Warrant liability		Black-Scholes Option Pricing Model		Risk free interest rate		4.4%
Convertible promissory note, related party		Monte Carlo Simulation Model		Risk free interest rate		3.7%
				Volatility of common stock (1)		64.0%
(December 2024 Secured Convertible Notes, Related Party)				Credit spread (1)		3.1%
				~~Expected~~Volatility ~~term~~of common stock (1)		489.~~93 years~~4%
				Expected term		2.43 years

Warrant liability		Black-Scholes Option Pricing Model		Risk free interest rate		3.8%
				Volatility of common stock (1)		63.6%
				Expected term		4.43 years

~~(1) Represents significant unobservable input~~

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The estimated fair value of the December 2024 Secured Convertible Notes (defined below) uses Monte Carlo simulation trials through a lattice model incorporating Geometric Brownian Motion. The simulations are weighted based on projected future stock prices, the volatility of a set of guideline companies, and significant unobservable inputs. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average. In addition to the significant unobservable inputs in the preceding table, the Monte Carlo simulations include assumptions related to the timing and probability of i) a fundamental transaction and ii) an eligible subsequent placement, both as defined by the December 2024 Secured Convertible Notes.


	As of December 31, 2024
	Valuation Methodology		Significant Input		Weighted Average (range, if applicable)
Related party receivable		Discounted Cash Flow Analysis		Timing of expected payment		2028
				Risk free interest rate		4.3%
				Option-adjusted spread⁽¹⁾		18.4%
				Principal amount	$	2.5 million

Convertible promissory note, related party		Discounted Cash Flow Analysis		Maturity term		8 months
(Restated Elusys Convertible Note, Related Party)				Risk free interest rate		4.2%
				Option-adjusted spread⁽¹⁾		18.6%
				Principal amount	$	2.25 million

Convertible promissory note, related party		Monte Carlo Simulation Model		Risk free interest rate		4.3%
(December 2024 Secured Convertible Notes, Related Party)				Credit spread⁽¹⁾		18.6%
				Volatility of common stock ⁽¹⁾		85.0%
				Expected term		2.93 years

Warrant liability		Black-Scholes Option Pricing Model		Risk free interest rate		4.4%
				Volatility of common stock ⁽¹⁾		64.0%
				Expected term		4.93 years

(1)	Represents significant unobservable input

The estimated fair value of the December 2024 Secured Convertible Notes, Related Party (defined below) uses Monte Carlo simulation trials through a lattice model incorporating Geometric Brownian Motion. The simulations are weighted based on projected future stock prices, the volatility of a set of guideline companies, and significant unobservable inputs. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average. In addition to the significant unobservable inputs in the preceding table, the Monte Carlo simulations include assumptions related to the timing and probability of i) a fundamental transaction and ii) an eligible subsequent placement, both as defined by the December 2024 Secured Convertible Notes, Related Party.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following at:



	~~March~~June 3130,		December 31,
	2025		2024
Prepaid manufacturing expense	$	175,664	$	184,951
Contract assets	$	392,064	$	695,041
Contract assets		691,888		695,041
Prepaid manufacturing expense		156,820		184,951
Other prepaid expenses and current assets		142,436		228,704
Prepaid software		81,601		237,615
Prepaid software		157,687		237,615
Prepaid insurance		75,362		409,347
Prepaid insurance		209,802		409,347
Other prepaid expenses and current assets		52,021		228,704
	$	1,377,477	$	1,755,658
Total	$	757,868	$	1,755,658

5. Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the shorter of their estimated useful lives or remaining lease term, ranging generally from three to eight years. Expenditures for maintenance and repairs are charged to expense as incurred.

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Property and equipment consist of the following:


	~~March~~June 3130,		December 31,
	2025		2024
Lab equipment	$	10,856,613	$	13,037,975
Leasehold improvements		1,335,655		1,335,655
Computers		528,808		688,512
Furniture and fixtures		71,311		196,613
Construction-in-process		103,461		57,521
Total		12,895,848		15,316,276
Accumulated depreciation		(23,~~395~~442,~~261~~777)		(3,000,816)
Property and equipment, net	$	109,~~500~~453,~~587~~071	$	12,315,460

Depreciation expense was $1.20 million and $1.3 million, respectively, for the three months ended ~~March~~June 3130, 2025 and 2024 and $2.2 million and $2.5 million, respectively, for six months ended June 30, 2025 and 2024. See Note 12 Leases for details of the loss on sale of certain furniture, fixtures, and equipment of $721,564 for the six months ended June 30, 2025.

6. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:


	~~March~~June 3130,		December 31,
	2025		2024
Accrued marketing expenses	$	999,996	$	999,996
Compensation and related benefits		1,191,401		298,090
Accrued preclinical and clinical trial expenses		364,460		364,460
Compensation and related benefits		930,196		298,090
Other expenses		209,700		268,161
Advance payments received from customers for manufacturing materials		169,758		169,758
Accrued manufacturing expenses		9,265		59,793
Other expenses		75,068		268,161
	$	2,683,375	$	2,160,258
Accrued manufacturing expenses		—		59,793
Total	$	2,800,683	$	2,160,258

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7. Debt

As of ~~March~~June 3130, 2025, the book and fair values of the Company’s debt were as follows:


	Face		Unamortized		Fair
	Value		Discount		Value
Restated Elusys Convertible Note	$	2,250,000	$	—	$	1,380,000
Restated Elusys Convertible Note, Related Party	$	2,250,000	$	—	$	1,180,000
2025 Non-Convertible Promissory Notes, Related Party		2,200,000		—		1,390,000
December 2024 Secured Convertible Notes, Related Party		11,656,188		(1,165,619)		10,052,000
December 2024 Secured Convertible Notes		11,656,188		(1,165,619)		10,663,000
Convertible promissory notes payable, related party		13,906,188		(1,165,619)		11,232,000
Total	$	16,106,188	$	(1,165,619)	$	13,433,000
2025 Non-Convertible Promissory Notes, Related Party		4,160,000		—		2,190,000
Total	$	18,066,188	$	(1,165,619)	$	13,422,000

~~Convertible~~Restated ~~Debt~~Elusys ~~with~~Convertible ~~Warrant~~Note, ~~Offering~~Related Party

OnThe ~~December 6,~~Restated ~~2024,~~Elusys ~~the~~Convertible ~~Company~~Note, ~~entered~~Related ~~into~~Party, aas ~~Securities~~more ~~Purchase~~fully ~~Agreement~~described (in the ~~“December~~Company’s ~~2024~~Annual ~~Purchase~~Report ~~Agreement”)~~on ~~with~~Form 10-K ~~certain~~for ~~institutional~~the year ~~investors~~ended December 31, ~~pursuant~~2024 tofiled ~~which~~with itthe ~~agreed~~SEC toon ~~issue~~April 30, in2025, awas ~~private~~originally ~~placement~~issued ~~offering~~on ~~(the~~January ~~“December~~26, 2024 ~~Offering”),~~with ~~upon~~a ~~the~~maturity ~~satisfaction~~date of ~~certain~~September ~~conditions~~1, ~~specified~~2025 into ~~the~~Elusys ~~December~~Holdings, ~~2024~~Inc., ~~Purchase~~a ~~Agreement,~~company 9%controlled ~~senior~~by ~~secured~~the ~~convertible~~Company’s ~~notes~~Chairman, ~~(the~~Chief ~~“December~~Executive ~~2024~~Officer, ~~Secured~~and ~~Convertible~~President, ~~Notes”)~~Jeffrey Wolf, in ~~the~~connection ~~aggregate~~with ~~principal~~the ~~amount~~divestiture of ~~$13,388,889,~~Elusys ~~and~~Therapeutics. ~~warrants~~On (December 2, 2025, the ~~“December~~Company ~~2024~~entered ~~Common~~into ~~Warrants”)~~a toSecond ~~purchase~~Amended upand toRestated anConvertible ~~aggregate~~Promissory ~~amount~~Note ofto ~~13,388,889 shares~~extend ofthe ~~common~~maturity ~~stock,~~date toof the ~~institutional~~Restated ~~investors~~Elusys ~~for~~Convertible anNote, ~~aggregate~~Related ~~purchase~~Party ~~price~~to ofMarch ~~$12~~1,~~050,000~~ 2026.

~~The~~Convertible ~~Company~~Debt ~~received~~with ~~net~~Warrant ~~proceeds from the December 2024~~ Offering of approximately $3.0 million, net of i) $8.5 million that was used to repurchase 8,500,000 pre-funded warrants that had been issued to institutional investors in connection with a public offering on August 19, 2024 (~~the “Repurchased PFWs”) and ii) approximately $225,000 to pay off all principal and accrued interest of a non-convertible note that had been issued~~ in November 2024. In connection with the December 2024 Offering, the Company agreed to reimburse the institutional investors for all costs and expenses incurred by them or their affiliates in connection with the transactions contemplated by the December 2024 Purchase Agreement, up to a total amount of $50,000. ThinkEquity acted as placement agent in the December 2024 Offering. In connection with the closing of the December 2024 Offering, the Company paid a placement fee of $285,000 to ThinkEquity, equal to 8% of the net proceeds of the December 2024 Offering paid to the Company, net of the amount used to repurchase the Repurchased PFWs and the amount of the original issue discount.Default)

InOn ~~connection with the~~ December 6, 2024 ~~Purchase Agreement~~, the Company, ~~each of the Company’s domestic subsidiaries, and the institutional investors~~ entered into a ~~security~~Securities ~~agreement,~~Purchase ~~pursuant~~Agreement ~~to which~~ (the ~~Company and each of the Company’s domestic subsidiaries granted security interests in substantially all of the Company’s assets to secure the obligations of the Company under the~~ “December 2024 ~~Secured Convertible Notes and the December 2024~~ Purchase Agreement.”) ~~Each~~with ofcertain ~~the~~institutional ~~Company’s domestic subsidiaries also executed and delivered a subsidiary guarantee~~investors, pursuant to which ~~they~~it agreed to ~~guarantee~~issue, ~~the~~in ~~Company’s~~a ~~obligations~~private ~~under~~placement offering (the “December 2024 ~~Secured~~Offering”), ~~Convertible~~upon ~~Notes~~the ~~and~~satisfaction ~~act~~of ascertain ~~surety~~conditions ~~for~~specified ~~payment~~in of the December 2024 ~~Secured~~Purchase ~~Convertible Notes.~~

The December 2024 Secured Convertible Notes mature on the third anniversary of their date of issuance, or December 6, 2027, unless prior thereto there is an event of default, and bear interest at a rate of 9% per annum payable in cash on the first business day of each fiscal quarter beginning January 2, 2025. In connection with any redemption, conversion, or prepayment of the December 2024 Secured Convertible Notes, the institutional investors are entitled to an amount equal to the additional interest that would accrue under the December 2024 Secured Convertible Notes assuming that the original principal remained outstanding through and including the maturity date (the “Make-Whole Amount”), initially $3,615,000. The institutional investors have not demanded payment or declared a default, however, as a result of the Company’s failure to satisfy its quarterly payments through the date this report was issued, the December 2024 Secured Convertible Notes are presented within current liabilities in the accompanying consolidated balance sheets.

The December 2024 Secured Convertible Notes are convertible, at the option of the holder, at any time, into a number of shares of common stock equal to the principal amount of the December 2024 Secured Convertible Note plus all accrued and unpaid interest, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and subject to an Exchange Cap (as defined below) and other limitations (the “December 2024 Conversion Price”). The initial conversion price was equal to $0.50, which was adjusted by amendment to $0.25 in February 2025 for both institutional

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~~investors.~~Agreement, ~~For~~9% ~~one~~senior ~~institutional~~secured ~~investor~~convertible ~~holding~~notes a(the “December 2024 Secured Convertible ~~Note~~Notes, ~~with~~Related anParty”) ~~aggregate~~in ~~original~~the aggregate principal ~~balance~~amount of $1213,~~416~~388,~~667~~889, ~~the~~and ~~conversion~~warrants ~~price~~(the ~~was~~“December ~~further~~2024 ~~adjusted~~Common byWarrants”) ~~amendment in May 2025~~ to ~~$0.06~~purchase ~~and~~up ~~in July 2025~~ to ~~the~~an ~~lower~~aggregate ofamount ~~i) $0.06 or ii) 55%~~ of ~~the~~13,388,889 shares ~~average~~ of ~~the~~common ~~three~~stock, ~~lowest~~to ~~traded prices during~~ the ~~preceding~~institutional ~~twenty~~investors ~~days~~for ~~immediately~~an ~~prior~~aggregate topurchase ~~conversion~~price ~~(the~~of ~~“Market Price”)~~$12,050,000.

The ~~December~~Company ~~2024~~received ~~Secured~~net ~~Convertible~~proceeds ~~Notes~~from ~~contain~~the ~~customary~~December ~~events~~2024 Offering of ~~default,~~approximately ~~including~~$3.0 ~~the~~million, ~~failure~~net of ~~Jeffrey~~i) ~~Wolf~~$8.5 tomillion ~~remain~~that aswas ~~the~~used ~~Company’s~~to ~~Chief~~repurchase ~~Executive Officer~~8,500,000 ~~unless~~pre-funded anwarrants ~~individual~~that ~~reasonably~~had ~~acceptable~~been issued to ~~the~~ institutional investors ~~has~~in ~~been~~connection ~~appointed~~with toa ~~replace~~public ~~Mr.~~offering ~~Wolf~~on ~~within~~August ~~thirty~~19, 2024 (30the “Repurchased PFWs”) ~~days~~and ofii) ~~such~~approximately ~~occurrence~~$225,000 ~~unless~~to ~~the~~pay ~~institutional~~off ~~investors~~all ~~extend~~principal ~~such~~and ~~deadline~~accrued ~~for~~interest anof ~~additional~~a ~~thirty~~non-convertible ~~(30)~~note ~~days~~that athad ~~their~~been ~~sole~~issued ~~discretion.~~in IfNovember an2024. ~~event~~In ofconnection ~~default~~with ~~occurs,~~the ~~until~~December it2024 ~~is cured~~Offering, the ~~institutional~~Company ~~investors~~agreed ~~may~~to ~~increase~~reimburse the ~~interest~~institutional ~~rate~~investors ~~applicable~~for toall ~~the~~costs ~~December~~and ~~2024~~expenses ~~Secured~~incurred ~~Convertible~~by ~~Note~~them toor ~~15%~~their ~~per~~affiliates ~~annum.~~in Ifconnection anwith ~~event~~the oftransactions ~~default~~contemplated ~~occurs,~~by the ~~institutional~~December ~~investors~~2024 ~~may~~Purchase ~~require~~Agreement, ~~the~~up ~~Company~~ to ~~redeem~~a ~~(regardless~~total ofamount ~~whether such event~~ of ~~default~~$50,000. ~~has~~ThinkEquity ~~been~~acted ~~cured)~~as ~~all~~placement oragent ~~any~~in ~~portion of~~ the December 2024 ~~Secured Convertible Notes~~Offering. ~~Subject~~In toconnection ~~limited~~with ~~exceptions~~the ~~set~~closing ~~forth~~of in the December 2024 ~~Secured Convertible Notes~~Offering, the ~~December~~Company ~~2024~~paid ~~Secured~~a ~~Convertible~~placement ~~Notes~~fee ~~prohibit~~of ~~the Company and~~$285,000 asto ~~applicable~~ThinkEquity, ~~its~~equal ~~subsidiaries~~to ~~from~~8% ~~incurring~~of ~~any new indebtedness. The December 2024 Secured Convertible Notes also provide that~~ the ~~Company~~net ~~shall,~~proceeds ~~while~~of the December 2024 ~~Secured~~Offering ~~Convertible~~paid ~~Notes~~to ~~remain~~the ~~outstanding~~Company, ~~maintain a~~ net ~~monthly cash burn~~ of ~~not~~the ~~more~~amount ~~than~~used ~~$1,800,000,~~to ~~calculated~~repurchase onthe anRepurchased ~~average~~PFWs ~~trailing-three-month~~and ~~basis,~~the ~~decreasing~~amount ~~by increments~~ of ~~$500,000~~the ~~every~~original ~~three-months.~~issue discount.

~~The~~In connection with the December 2024 ~~Secured~~Purchase ~~Convertible~~Agreement, ~~Notes~~the ~~are~~Company, ~~redeemable~~each byof the Company’s atdomestic subsidiaries, and the institutional investors entered into a ~~redemption~~security ~~price~~agreement, ~~equal~~pursuant to ~~110%~~which of the ~~sum~~Company and each of the ~~principal~~Company’s ~~amount~~domestic tosubsidiaries begranted ~~redeemed~~security ~~plus~~interests ~~accrued~~in ~~interest,~~substantially ifall ~~any.~~of ~~While~~ the ~~December~~Company’s ~~2024~~assets ~~Secured~~to ~~Convertible~~secure ~~Notes~~the ~~are~~obligations ~~outstanding,~~of if the Company ~~enters~~under ~~into~~the aDecember ~~subsequent~~2024 ~~placement~~Secured ~~(as~~Convertible ~~such~~Notes, ~~term~~Related isParty ~~defined~~and in the December 2024 Purchase Agreement),. ~~each~~Each of the ~~institutional~~Company’s ~~investors~~domestic ~~shall~~subsidiaries ~~have~~also ~~the~~executed ~~right,~~and indelivered ~~their~~a ~~sole~~subsidiary ~~discretion~~guarantee, pursuant to ~~require~~which ~~the~~they ~~Company~~agreed to ~~redeem~~guarantee ~~all, or any portion, of~~ the ~~amount~~Company’s ~~due~~obligations under ~~their~~the December 2024 Secured Convertible ~~Note~~Notes, inRelated anParty ~~amount~~and ~~not~~act inas ~~excess~~surety offor ~~the~~payment ~~institutional investor’s pro rata amount~~ of ~~25% of~~ the ~~gross~~December ~~proceeds~~2024 ofSecured ~~such~~Convertible ~~subsequent~~Notes, ~~placement~~Related Party.

The December 2024 ~~Common~~Secured ~~Warrants~~Convertible ~~expire~~Notes, ~~five~~Related ~~years~~Party ~~from~~mature ~~their~~on ~~date~~the ofthird ~~issuance.~~anniversary ~~The~~of ~~December~~their ~~2024~~date ~~Common~~of ~~Warrants~~issuance, ~~are~~or ~~exercisable~~December 6, ~~at the option of the holder~~2027, atunless ~~any~~prior ~~time,~~thereto ~~for~~there upis to an ~~aggregate~~event of 13default,~~388,889 shares~~ ofand ~~common~~bear ~~stock~~interest at ana ~~exercise~~rate ~~price,~~of ~~subject~~9% toper ~~adjustment~~annum ~~for~~payable ~~any~~in ~~stock~~cash ~~splits,~~on ~~stock~~the ~~dividends,~~first ~~recapitalizations,~~business ~~and~~day ~~similar~~of ~~events~~each ~~and~~fiscal ~~subject~~quarter tobeginning ~~the~~January ~~Exchange~~2, ~~Cap (the “December 2024 Exercise Price”)~~2025. ~~The~~In ~~initial~~connection ~~exercise~~with ~~price~~any ~~was~~redemption, ~~equal to $0.50~~conversion, ~~which~~or ~~was~~prepayment ~~adjusted~~of bythe ~~amendment~~December to2024 ~~$0.25~~Secured inConvertible ~~February~~Notes, ~~2025~~Related ~~for~~Party, ~~both~~the institutional investors. ~~The~~are ~~exercise~~entitled ~~price was further adjusted by amendment~~ to ~~$0.06~~an inamount ~~May~~equal ~~2025 for one institutional investor holding warrants for the exercise of up~~ to ~~12,416,667 shares of common stock. The adjustments to~~ the ~~December~~additional ~~2024~~interest ~~Exercise~~that ~~Price~~would ~~did~~accrue ~~not~~under ~~change~~ the ~~number of shares of common stock issuable upon exercise of the~~ December 2024 ~~Common Warrants. The December 2024~~ Secured Convertible Notes, ~~and~~Related ~~the~~Party ~~December~~assuming ~~2024~~that ~~Common Warrants provide for~~ the ~~December~~original ~~2024~~principal ~~Conversion~~remained ~~Price~~outstanding through and including the ~~December~~maturity ~~2024~~date ~~Exercise~~(the ~~Price,~~“Make-Whole ~~respectively~~Amount”), toinitially ~~be adjusted in various circumstances~~$3,615,000. ~~The December 2024 Common Warrants provide for cashless exercise under certain circumstances.~~

The December 2024 Secured Convertible Notes, Related Party are convertible, at the option of the holder, at any time, into a number of shares of common stock ~~that~~equal ~~may~~to bethe ~~issued~~principal ~~upon~~amount ~~conversion~~ of the December 2024 Secured Convertible Notes, ~~and~~Related ~~exercise~~Party ofplus ~~the~~all ~~December~~accrued ~~2024~~and ~~Common~~unpaid ~~Warrants~~interest, ~~and~~subject ~~inclusive~~to ofadjustment for any ~~shares~~stock ~~issuable~~splits, ~~under~~stock dividends, recapitalizations and insimilar ~~respect~~events ofand ~~the~~subject ~~December~~to ~~2024~~an ~~Purchase~~Exchange ~~Agreement,~~Cap ~~was~~(as ~~subject~~defined tobelow) anand ~~exchange~~other ~~cap~~limitations (the “~~Exchange~~December ~~Cap~~2024 Conversion Price”). ofThe ~~865,820~~initial ~~shares~~conversion price was equal to $0.50, which was 19adjusted by amendment to $0.~~99%~~25 ofin ~~the~~February ~~outstanding~~2025 ~~number~~for ofboth ~~shares~~institutional ofinvestors. ~~the~~For ~~Company’s~~one ~~common~~institutional ~~stock~~investor asholding ofa December 6, 2024 Secured Convertible Note, ~~unless~~Related ~~the~~Party ~~Company~~with ~~obtained~~an ~~approval~~aggregate ~~from~~original ~~its~~principal ~~stockholders.~~balance ~~Approval~~of $12,416,667, the conversion price was ~~obtained~~further ~~January~~adjusted ~~16,~~by amendment in May 2025 to $0.06 and in July 2025 to the lower of i) $0.06 or ii) 55% of the average of the three lowest traded prices during the preceding twenty days immediately prior to conversion (the “Market Price”).

IfThe ~~the~~ December 2024 Secured Convertible Notes, ~~including~~Related ~~accrued~~Party ~~but~~contain ~~unpaid~~customary ~~interest~~events ~~and~~of ~~the~~default, ~~Make-Whole~~including ~~Amount,~~the ~~were~~failure toof beJeffrey ~~fully~~Wolf ~~converted~~to ~~into~~remain ~~shares~~as ofthe ~~common~~Company’s ~~stock~~Chief atExecutive ~~the~~Officer, ~~December~~unless ~~2024~~an ~~Conversion~~individual ~~Price~~reasonably inacceptable ~~effect~~to asthe ofinstitutional ~~March~~investors ~~31,~~has ~~2025~~been ~~and~~appointed ~~assuming~~to noreplace ~~Exchange~~Mr. ~~Cap~~Wolf orwithin ~~any~~thirty ~~other~~(30) ~~limitations~~days onof ~~conversion~~such occurrence, unless the ~~Company~~institutional ~~would~~investors ~~issue~~extend ~~59,979,241~~such ~~shares~~deadline offor ~~common~~an ~~stock.~~additional Inthirty ~~addition,~~(30) ~~under~~days ~~the~~at ~~terms~~their ofsole ~~the~~discretion. ~~December~~If ~~2024~~an ~~Secured~~event ~~Convertible~~of ~~Notes~~default ~~and~~occurs, ~~the~~until ~~December~~it ~~2024~~is ~~Common Warrants~~cured, the institutional investors may ~~not~~increase ~~convert~~the interest rate applicable to the December 2024 Secured Convertible Notes, orRelated ~~exercise~~Party ~~the~~to ~~December~~15% ~~2024~~per ~~Common~~annum. ~~Warrants~~If toan event of default occurs, the ~~extent~~institutional ~~such~~investors ~~conversion~~may orrequire ~~exercise~~the ~~would~~Company ~~cause~~to ~~such~~redeem ~~institutional~~(regardless ~~investor,~~of ~~together~~whether ~~with~~such ~~its~~event ~~affiliates~~of ~~and~~default ~~attribution~~has ~~parties,~~been tocured) ~~beneficially~~all ~~own~~or aany ~~number~~portion of ~~shares~~the ofDecember ~~common~~2024 ~~stock~~Secured ~~that~~Convertible ~~would~~Notes, ~~exceed~~Related 4Party.~~99%~~ ~~(the~~Subject ~~“Maximum~~to ~~Percentage”),~~limited ofexceptions set forth in the ~~Company’s~~December ~~then~~2024 ~~outstanding~~Secured ~~common~~Convertible ~~stock~~Notes, ~~following~~Related ~~such~~Party, ~~conversion~~the orDecember ~~exercise.~~2024 OnSecured ~~June~~Convertible 9Notes, ~~2025,~~Related ~~one~~Party ~~institutional~~prohibit ~~investor~~the ~~filed~~Company ~~notice~~and, toas ~~increase~~applicable, ~~the~~its ~~Maximum~~subsidiaries ~~Percentage~~from toincurring 9any new indebtedness.~~99%,~~ ~~effective~~The ~~August~~December 9,2024 ~~2025~~Secured Convertible Notes, ~~applicable~~Related toParty ~~the~~also ~~one~~provide ~~institutional~~that ~~investor~~the asCompany ~~permitted~~shall, bywhile the December 2024 Secured Convertible Notes., Related Party

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~~The~~remain ~~amendments~~outstanding, tomaintain ~~the December 2024 Secured Convertible Notes and December 2024 Common Warrants also provide that any conversion and exercise is subject to authorization by NYSE American of~~ a ~~Supplemental~~net ~~Listing~~monthly ~~Application~~cash ~~authorizing~~burn ~~the issuance~~ of ~~shares~~not ofmore ~~common~~than ~~stock in excess of 47~~$1,~~396~~800,~~667~~000, ~~shares~~calculated ofon ~~common~~an ~~stock~~average ~~issuable~~trailing-three-month ~~upon~~basis, ~~conversion~~decreasing ~~of the December 2024 Secured Convertible Notes and December 2024 Common Warrants that were previously authorized~~ by ~~NYSE~~increments ~~American at the initial conversion and exercise price~~ of $~~0.50 (with 13~~500,~~388,889~~000 ~~shares~~every ~~of Common Stock allocated to exercise of the December 2024 Common Warrants and the remaining shares allocated to conversion of the December 2024 Secured Convertible Notes)~~three-months.

~~During~~The December 2024 Secured Convertible Notes, Related Party are redeemable by the ~~three~~Company ~~months~~at ~~ended~~a ~~March~~redemption 31price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, ~~2025~~if any. While the December 2024 Secured Convertible Notes, 6Related Party are outstanding,~~019~~ if the Company enters into a subsequent placement (as such term is defined in the December 2024 Purchase Agreement),~~444~~ ~~shares~~each of the ~~Company’s~~institutional ~~common~~investors ~~stock~~shall ~~were~~have ~~issued~~the right, in ~~connection~~their ~~with~~sole ~~partial~~discretion, ~~conversions~~to require the Company to redeem all, or any portion, of the amount due under their December 2024 Secured Convertible ~~Notes~~Note, atRelated ~~conversion~~Party ~~prices~~in an amount not in excess of ~~$0.50~~the ~~and~~institutional ~~$0.25~~investor’s ~~per~~pro ~~share~~rata asamount ~~reflected~~of in25% of the ~~following~~gross ~~table.~~proceeds of such subsequent placement.

On September 9, 2025, the Company received a notice of default and acceleration letter (“Notice of Default”) from the institutional investors for, among other things, the Company’s failure to maintain an effective and available applicable registration statement in accordance with the terms of the December 2024 Purchase Agreement, the failure of the Company’s common stock to remain listed on an eligible market for a period of more than ten (10) consecutive trading days and the failure to make payments when and as due. With the Notice of Default, all amounts owed under the December 2024 Secured Convertible Notes, Related Party in the aggregate amount of $19,376,084 were due and payable. See Note 13 Subsequent Events.

The December 2024 Common Warrants expire five years from their date of issuance. The December 2024 Common Warrants are exercisable, at the option of the holder, at any time, for up to an aggregate of 13,388,889 shares of common stock at an exercise price, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events and subject to the Exchange Cap (the “December 2024 Exercise Price”). The initial exercise price was equal to $0.50, which was adjusted by amendment to $0.25 in February 2025 for both institutional investors. The exercise price was further adjusted by amendment to $0.06 in May 2025 for one institutional investor holding warrants for the exercise of up to 12,416,667 shares of common stock. The adjustments to the December 2024 Exercise Price did not change the number of shares of common stock issuable upon exercise of the December 2024 Common Warrants. The December 2024 Secured Convertible Notes, Related Party and the December 2024 Common Warrants provide for the December 2024 Conversion Price and the December 2024 Exercise Price, respectively, to be adjusted in various circumstances. The December 2024 Common Warrants provide for cashless exercise under certain circumstances.

The number of shares of common stock that may be issued upon conversion of the December 2024 Secured Convertible Notes, Related Party and exercise of the December 2024 Common Warrants, and inclusive of any shares issuable under and in respect of the December 2024 Purchase Agreement, was subject to an exchange cap (the “Exchange Cap”) of 865,820 shares, which was 19.99% of the outstanding number of shares of the Company’s common stock as of December 6, 2024, unless the Company obtained approval from its stockholders. Approval was obtained January 16, 2025.

If the December 2024 Secured Convertible Notes, Related Party, including accrued but unpaid interest and the Make-Whole Amount, were to be fully converted into shares of common stock at the December 2024 Conversion Price in effect as of June 30, 2025 and assuming no Exchange Cap or any other limitations on conversion, the Company would issue 243,255,358 shares of common stock. In addition, under the terms of the December 2024 Secured Convertible Notes, Related Party and the December 2024 Common Warrants, the institutional investors may not convert the December 2024 Secured Convertible Notes, Related Party or exercise the December 2024 Common Warrants to the extent such conversion or exercise would cause such institutional investor, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock that would exceed 4.99% (the “Maximum Percentage”), of the Company’s then outstanding common stock following such conversion or exercise. On June 9, 2025, one institutional investor filed notice to increase the Maximum Percentage to 9.99%, effective August 9, 2025, applicable to the one institutional investor as permitted by the December 2024 Secured Convertible Notes, Related Party.

The amendments to the December 2024 Secured Convertible Notes, Related Party and December 2024 Common Warrants also provide that any conversion and exercise is subject to authorization by NYSE American of a Supplemental Listing Application authorizing the issuance of shares of common stock in excess of 47,396,667 shares of common stock issuable upon conversion of the December 2024 Secured Convertible Notes, Related Party and December 2024 Common Warrants that were previously authorized by NYSE American at the initial conversion and exercise price of $0.50 (with 13,388,889

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shares of Common Stock allocated to exercise of the December 2024 Common Warrants and the remaining shares allocated to conversion of the December 2024 Secured Convertible Notes, Related Party).

During the six months ended June 30, 2025, 6,019,444 shares of the Company’s common stock were issued in connection with partial conversions of the December 2024 Secured Convertible Notes, Related Party at conversion prices of $0.50 and $0.25 per share as reflected in the following table.


					Make-
	Principal		Interest		Whole		Total		Shares
$0.50 conversion price	$	833,042	$	10,049	$	165,345	$	1,008,436	2,016,871
$0.25 conversion price		899,659		7,347		93,637		1,000,643	4,002,573
Total	$	1,732,701	$	17,396	$	258,982	$	2,009,079	6,019,444

The outstanding balance of the December 2024 Secured Convertible Notes, Related Party, including principal, accrued interest, redemption premiums, late fees, and the Make-Whole Amount was $14,~~994~~460,~~810~~205 at ~~both~~January ~~March 31~~12, ~~2025~~2026. ~~and~~See ~~August~~Note ~~22,~~13 ~~2025~~Subsequent Events.

Non-Convertible Debt (in Default)

During the ~~three~~six months ended ~~March~~June 3130, 2025, the Company issued ~~three~~nine non-convertible promissory notes with an aggregate original issuance of $24,~~200~~610,000 to an institutional investor, and subsequent to ~~March~~June 3130, 2025, the Company issued ~~nine~~twenty non-convertible promissory notes with an aggregate original issuance of $45,~~040~~859,~~000~~005 to the same institutional investor (collectively, the “2025 Non-Convertible Promissory Notes, Related Party”). Six of the nine, with an aggregate original issuance of $2,410,000, were issued during the three months ended June 30, 2025. As described in Note 2, the Company has elected the fair value option for measuring the 2025 Non-Convertible Promissory Notes, Related Party. The fair value of the 2025 Non-Convertible Promissory Notes, Related Party was $1,~~360~~520,000 and $2,880,000 upon issuance during the three and six months ended ~~March~~June 3130, 2025, respectively, with the $~~840~~890,000 and $1,730,000 premium recognized as a component of equity due to the related party nature of the transactions.

The 2025 Non-Convertible Promissory Notes, Related Party accrue interest at 5.0% per annum and mature at the earlier of i) the stated maturity date; ii) the consummation of a corporate event, as defined; or iii) when, upon or after an event of default. The maturity of the 2025 Non-Convertible Promissory Notes, Related Party, including those issued subsequent to ~~March~~June 3130, 2025, range from 3531 to 78182 days from issuance with a weighted average of 6591 days.

All payments upon maturity, redemption or prepayment of the 2025 Non-Convertible Promissory Notes, Related Party shall include, together with all other amounts of principal and/or interest, a premium payment equal to 5% of the principal amount. On April 30, 2025, the Company repaid $472,500 of the 2025 Non-Convertible Promissory Notes, Related Party, including principal and premium of $450,000 and $22,500, respectively. ~~The outstanding principal balance of the 2025 Non-Convertible Promissory Notes, Related Party is $5,790,000 at August 22, 2025.~~

~~The~~On ~~2025~~October ~~Non-Convertible Promissory Notes~~6, ~~Related Party contain customary events of default~~2025, ~~including if~~ the Company orentered ~~any~~into ofa ~~its~~twelve-month ~~subsidiaries,~~credit ~~individually~~facility orwith in the ~~aggregate,~~holder ~~fails~~of tothe ~~pay~~2025 ~~indebtedness~~Non-Convertible inPromissory ~~excess of $150~~Notes,~~000~~ ~~due~~Related Party to ~~any~~borrow ~~third~~up ~~party, subject~~ to ~~certain exceptions, or if an event of default occurs under any other outstanding promissory note~~$5.0 Ifmillion aton ~~any~~terms ~~time~~comparable ~~any~~to of the existing 2025 Non-Convertible Promissory Notes, Related Party, ~~are~~except ~~outstanding~~as ~~the~~noted ~~Company~~below. ~~consummates~~In aconnection ~~subsequent~~with ~~Financing,~~this astwelve-month ~~defined~~credit facility, the ~~holder~~Company ~~shall~~entered ~~have~~into ~~the~~a ~~right,~~security inagreement ~~its sole discretion,~~ to ~~require~~grant ~~that~~ the ~~Company~~holder ~~redeems the entire outstanding balance~~ of the 2025 Non-Convertible Promissory Notes, Related Party, ~~together~~a ~~with~~security ~~all~~interest ~~accrued~~in ~~interest~~certain ~~thereon,~~property ~~using~~of upthe toCompany ~~100%~~pari ofpassu with the ~~gross~~security ~~proceeds~~interest held by holders of ~~such~~the ~~Financing~~December 2024 Secured Convertible Notes, Related Party.

Upon the occurrence (and for the duration) of an event of default, those 2025 Non-Convertible Promissory Notes, Related Party issued on or after October 6, 2025 shall accrue interest at an increased rate of 10% per annum until such time as the event of default is cured or waived. The premium payment on those 2025 Non-Convertible Promissory Notes, Related Party issued on or after October 6, 2025 shall equal 15% of the outstanding principal and accrued interest.

The ~~institutional investor has not demanded payment, however, the Company is in default on the~~ 2025 Non-Convertible Promissory Notes, Related Party ascontain acustomary ~~result~~events of ~~its~~default, ~~failure~~including toif ~~repay~~the ~~amounts~~Company ~~when~~or ~~due~~any ~~and~~of ~~failing~~its subsidiaries, individually or in the aggregate, fails to pay indebtedness in excess of $150,000 due to ~~certain~~any third ~~parties.~~party, subject to certain exceptions, or if an event of default occurs under any other outstanding promissory note. If at any time any of the 2025 Non-Convertible Promissory Notes, Related Party are outstanding the Company consummates a

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subsequent Financing, as defined, the holder shall have the right, in its sole discretion, to require that the Company redeems the entire outstanding balance of the 2025 Non-Convertible Promissory Notes, Related Party, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing. See Note 13 Subsequent Events.

8. Stockholders’ Equity

Private Investment in Public Entity

During the three months ended June 30, 2025, the Company received $1,942,650, net of fees of $7,550, from investors of a private placement offering in consideration of the issuance to be made to such investors of an aggregate of 48,755,000 shares of its common stock at $0.04 per share. The investments were made pursuant to a securities purchase agreement which contained customary representations, warranties and agreements by the Company and the investors and customary conditions to closing.

Common Stock Warrants and Pre-Funded Warrants

The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Except in relation to the December 2024 Common Warrants, those events have been deemed to be within the Company’s control. As a result, the Company applies equity treatment for its common stock warrants following the guidance established by ASC Topic 815-40, except for the December 2024 Common Warrants for which the Company applies liability treatment.

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had outstanding common stock warrants to purchase 13,688,001 shares of common stock issuable at a weighted average exercise price of $0.7760 per share and $1.01 per share, respectively. The Company also had outstanding pre-funded warrants to purchase 1,285,000 shares of common stock issuable at a weighted average exercise price of $0.0002 per share as of December 31, 2024, all of which were exercised during the ~~three~~six months ended ~~March~~June 3130, 2025, resulting in no pre-funded warrants outstanding as of ~~March~~June 3130, 2025.

Stock Compensation Expense

For each of the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $0.2 million of stock-based compensation expense, and for the six months ended June 30, 2025 and 2024, respectively, the Company recorded $0.34 million and $0.5 million of stock-based compensation expense~~, respectively~~. Unrecognized compensation expense related to unvested stock options was $0.74 million as of ~~March~~June 3130, 2025, which is expected to be recognized over a weighted-average period of 0.43 years and will be adjusted for forfeitures as they occur.

The following is a summary of the stock option activity for the three and six months ended ~~March~~June 3130, 2025:


		Weighted				Weighted
		Average		Aggregate		Average
		Exercise		Intrinsic		Remaining
	Shares	Price		Value		Contractual Life
Stock options outstanding at December 31, 2024	62,316	$	334.81	$	6,737	6.9	Years
Expired	(149)		7,189.91
Stock options outstanding and expected to vest at March 31, 2025	62,167	$	318.39	$	2,716	6.7	Years
Stock options outstanding at March 31, 2025	62,167		318.39		2,716	6.7	Years
Stock options exercisable at March 31, 2025	58,659	$	322.17	$	2,716	6.6	Years
Expired	(83)		1,222.89
Stock options outstanding and expected to vest at June 30, 2025	62,084		317.18		779	6.4	Years
Stock options exercisable at June 30, 2025	59,621		319.75		779	6.4	Years

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9. Revenue

CDMO revenue

~~For~~The ~~the three months ended March, 31, 2024, the~~ Company’s ~~recognized $3.5 million in~~ CDMO revenue ~~with~~is ~~two~~generated ~~customers~~from ~~representing~~a ~~77%~~limited number of ~~total~~customers, ~~revenue.~~which ~~One~~has ofresulted ~~the~~in ~~two~~a ~~customers,~~concentration ~~representing 66%~~ of ~~total~~ revenue for the three and six months ended ~~March~~June 3130, ~~2024,~~2025 ~~migrated~~and to2024. aThe ~~larger~~following ~~CDMO~~tables ~~during~~reflect ~~2024, while~~ the ~~other~~Company’s ~~customer~~customers ~~representing~~with ~~11% of total~~ revenue ~~for~~in ~~the~~excess ~~three~~of ~~months ended March 31, 2024, represents 98~~10% of total revenue for the ~~three~~applicable ~~months ended March 31, 2025~~period.


Major Customers		Three Months Ended June 30, 2025	Six Months Ended June 30, 2025
Customer A		49%	25%
Customer B		*	48%



Major Customers		Three Months Ended June 30, 2024	Six Months Ended June 30, 2024
Customer C		22%	*
Customer D		20%	*
Customer E		38%	11%
Customer F		16%
Customer G⁽²⁾		*	54%

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The following table presents changes in contract liabilities for the three months ended March 31, 2025 and 2024 :


	Contract liabilities
Balance at December 31, 2024	$	1,466,094
Changes to the beginning balance arising from:
Reclassification to revenue as the result of performance obligations satisfied		(200,752)
Net change to contract balance recognized since beginning of period due to amounts collected		209,607
Balance at March 31, 2025	$	1,474,949

	Contract liabilities
Balance at December 31, 2023	$	2,389,441
Changes to the beginning balance arising from:
Reclassification to revenue as the result of performance obligations satisfied		(3,508,113)
Net change to contract balance recognized since beginning of period due to amounts collected		1,709,931
Balance at March 31, 2024	$	591,259

^*^.Less than 10% for the applicable period.

² This customer migrated to a larger CDMO for commercial manufacture of their product during 2024.

The following table presents changes in contract liabilities for the six months ended June 30, 2025 and 2024:


	Contract liabilities
Balance at December 31, 2024	$	1,466,094
Reclassification to revenue as the result of performance obligations satisfied		(338,497)
Net change to contract balance recognized since beginning of period due to amounts collected		584,825
Balance at June 30, 2025	$	1,712,422

	Contract liabilities
Balance at December 31, 2023	$	2,389,441
Reclassification to revenue as the result of performance obligations satisfied		(4,114,641)
Net change to contract balance recognized since beginning of period due to amounts collected		4,148,939
Balance at June 30, 2024	$	2,423,739

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and contract liabilities (customer deposits and deferred revenue). Contract liabilities represent customer deposits and deferred revenue billed and/or received in advance of the Company’s fulfillment of performance obligations. Contract liabilities convert to revenue as the Company performs its obligations under the contract.

During the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~, the Company recognized revenue of ~~$0.2~~nil ~~million~~ and $10.62 million, respectively, ~~for~~that ~~which~~was included in the ~~contract~~balance ~~liability~~of ~~was~~deferred ~~recorded~~revenue inas aof ~~prior~~December ~~period~~31, 2024.

The aggregate amount of transaction price allocated to unsatisfied or partially satisfied performance obligations as of ~~March~~June 3130, 2025 totaled $04.6 million. Expectations for the timing of revenue recognition of this amount is dependent on various factors, including the Company’s ability to procure the necessary supplies and raw materials. Variable consideration excluded from the transaction price and, thus, not reflected in the amount generally relates to promises that leverage the assistance of third parties, such as clinical trials offices, in the fulfillment of the Company’s performance obligations to its ~~customers. These activities are considered promises to transfer distinct goods or services that are part of single performance obligations.~~

~~Grant revenue~~20

~~The~~Table ~~Company recognized grant revenue associated with National Institutes~~ of ~~Health of $12,000 and $8,000 during the three months ended March 31, 2025 and 2024, respectively.~~Contents

~~The~~customers. ~~opening~~These ~~and~~activities ~~closing~~are ~~balances~~considered ofpromises ~~the~~to ~~Company’s~~transfer ~~accounts~~distinct ~~receivables~~goods or services that are aspart ~~follows:~~of single performance obligations.

The opening and closing balances of the Company’s accounts receivable, all of which relate to CDMO revenue, are as follows:


Opening on January 1, 2024	$	375,192
Closing on December 31, 2024	$	143,469
Closing on March 31, 2025	$	209,776
Closing on June 30, 2025		25,058

Grant revenue

The Company recognized grant revenue associated with National Institutes of Health of $76,000 and $41,000 during the three months ended June 30, 2025 and 2024, respectively, and $88,000 and $49,000 during the six months ended June 30, 2025 and 2024, respectively.

10. Net Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. The Company applies the treasury stock method for stock options and warrants and the if-converted method for convertible debt when determining common equivalent shares. As the Company’s pre-funded warrants are issuable for little to no consideration and do not contain any conditions that must be satisfied for the holder to receive the shares, pre-funded warrants are included in the computation of basic and diluted net loss per share.

19For the three and six months ended June 30, 2025 and 2024, all of the Company’s common stock options, warrants, and convertible debt are anti-dilutive and therefore have been excluded from the diluted net loss per share calculations.

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For the three months ended March 31, 2025 and 2024, all of the Company’s common stock options, warrants, and convertible debt are anti-dilutive and therefore have been excluded from the diluted net loss per share calculations.

The following table reconciles net loss to net loss attributable to Scorpius Holdings, Inc.:


	~~For the~~ Three Months Ended				Six Months Ended
	~~March~~June 3130,				June 30,
	2025		2024		2025		2024
Net loss	$	(114,~~288~~318,~~126~~470)	$	(49,~~657~~283,~~688~~709)	$	(15,606,596)	$	(13,941,397)
Net loss - non-controlling interest		(~~573~~238,~~571~~187)		(~~240~~408,~~139~~861)		(811,758)		(649,000)
Net loss attributable to Scorpius Holdings, Inc.		(104,~~714~~080,~~555~~283)		(48,~~417~~874,~~549~~848)		(14,794,838)		(13,292,397)

Weighted-average common shares outstanding, basic and diluted		945,~~220~~069,~~185~~635		~~140~~328,~~781~~979		27,243,942		234,936

Net loss per common share attributable to Scorpius Holdings, Inc., basic and diluted	$	(10.1609)	$	(3126.3898)	$	(0.54)	$	(56.58)

Potentially dilutive common equivalent shares from the following securities were excluded from the calculation of diluted net loss per share ~~during the three months ended March 31, 2025 and 2024~~ due to their anti-dilutive effect:


	~~For~~Three ~~the~~and ~~Three~~Six Months ~~Ended~~
	~~March~~Ended 31June 30,
	2025	2024
Outstanding stock options	62,~~167~~084	62,~~425~~409
Outstanding common stock warrants	13,688,001	—
December 2024 Secured Convertible Notes	59,979,241	—
December 2024 Secured Convertible Notes, Related Party	243,255,358	—

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11. Income Tax

Income taxes have been computed using the asset and liability method in accordance with ASC 740 “Income Taxes”. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2025. The Company’s effective tax rate for ~~both~~ the three and six months ended ~~March~~June 3130, 2025 and 2024 was 0%.

The Company incurred losses for the three and six months ended ~~March~~June 3130, 2025, and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2025. Due to the Company’s history of losses, there is not sufficient evidence to record a net deferred tax asset associated with the U.S., Australian, and German operations. Accordingly, a full valuation allowance has been recorded related to the net deferred tax assets in those jurisdictions.

At ~~March~~June 3130, 2025, the Company had no unrecognized tax benefits that would affect the Company’s effective tax rate.

12. Leases

On March 7, 2025, the Company entered into an Assignment and Assumption of Lease (the “Lease Assignment”) with a third party assignee and the landlord pursuant to which the Company assigned all of its rights and obligations under its lease, dated June 21, 2021, as amended, for its former principal offices in Morrisville, North Carolina. In connection with the Lease Assignment, the Company incurred fees of $224,651 to its broker, $55,720 to the landlord for March 2025 rent due under the lease, and sold certain furniture, fixtures and equipment on the leased premises to the assignee for $55,720. In connection with the Lease Assignment, the Company derecognized the related operating lease right-of-use asset and operating lease liability and recognized a loss of $1,600,531. In connection with the sale of furniture, fixtures and equipment, the Company recognized a loss on sale of $721,564, including the $55,720 rent payment that was, economically, a wash of the sale proceeds.

On March 24, 2025, the Company received a notice of lease termination, effective immediately, from TPB Merchants Ice LLC, a Texas limited liability company (the “Lessor”), the lessor of its principal manufacturing space (the “Premises”) at 1305 E. Houston Street, Building 2, in San Antonio, terminating that certain Lease dated December 31, 2022, between Lessor and the Company for the Premises, due to non-payment of rent. This resulted in a loss on lease termination of $4,132,767. Negotiations failed with the Lessor to replace the terminated lease with a license or similar conveyance of rights to occupy and use the Premises.

Excluding the $1,600,531 and $4,132,767 losses described above, which are recorded as a “loss on lease assignment and termination” in the accompanying statements of operations and comprehensive loss, the Company’s lease cost is reflected in the accompanying statements of operations and comprehensive loss within selling, general and administrative and research and development as follows:


	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024
Operating lease cost	$	287,657	$	670,335
Finance lease cost
Amortization of lease assets		908,192		1,156,619
Interest on lease liabilities		383,664		486,177
Total finance lease cost	$	1,291,856	$	1,642,796

Total cash paid for operating leases during the six months ended June 30, 2025 and 2024 was $0.2 million and $0.5 million, respectively, and is included within cash flows from operating activities within the consolidated statements of cash flows. Total cash paid for finance leases was $0.8 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively, of which $0.5 million and $0.3 million, respectively, related to principal and interest during the six months ended June 30, 2025 and $0.5 million related to each principal and interest during the six months ended June 30, 2024.

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~~1305~~Cash E.paid ~~Houston~~for ~~Street,~~principal ~~Building~~on 2,finance inleases ~~San~~is ~~Antonio,~~included ~~terminating~~within ~~that~~cash ~~certain~~flows ~~Lease~~from ~~dated~~financing ~~December~~activities ~~31,~~while ~~2022,~~cash ~~between~~paid ~~Lessor and the Company~~ for ~~the~~interest ~~Premises, due to non-payment of rent. This resulted in a loss~~ on ~~lease~~finance ~~termination~~leases ofis ~~$4,132,767.~~included ~~Negotiations~~within ~~failed~~cash ~~with~~flows ~~the~~from ~~Lessor~~operating towithin ~~replace~~ the ~~terminated~~consolidated ~~lease~~statements ~~with a license or similar conveyance~~ of ~~rights~~cash ~~to occupy and use the Premises~~flows.

Excluding the $1,600,531 and $4,132,767 losses described above, the Company’s lease cost is reflected in the accompanying statements of operations and comprehensive loss within general and administrative and research and development as follows:


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Operating lease cost	$	63,579	$	337,660
Finance lease cost
Amortization of lease assets		392,719		578,309
Interest on lease liabilities		160,039		240,207
Total finance lease cost	$	552,758	$	818,516


	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
Operating lease cost	$	224,078	$	332,675
Finance lease cost
Amortization of lease assets		515,473		578,310
Interest on lease liabilities		223,625		245,970
Total finance lease cost	$	739,098	$	824,280

Total cash paid for operating leases during the three months ended June 30, 2025 and 2024 was $0.1 million and $0.3 million, respectively, and is included within cash flows from operating activities within the consolidated statements of cash flows. Total cash paid for finance leases was $0.4 million and $0.4 million during the three months ended June 30, 2025 and 2024, respectively, of which $0.2 million related to each principal and interest during the three months ended June 30, 2025 and $0.2 million related to each principal and interest during the three months ended June 30, 2024. Cash paid for principal on finance leases is included within cash flows from financing activities while cash paid for interest on finance leases is included within cash flows from operating within the consolidated statements of cash flows.

The weighted average remaining lease term and incremental borrowing rate as of ~~March~~June 3130, 2025 and 2024 were as follows:


	2025		2024
Weighted average remaining lease term
Operating leases	3.86 years		65.29 years
Finance leases	12.20 years		11.21 years
Weighted average incremental borrowing rate
Operating leases	10.26	%	9.6768	%
Finance leases	10.2017	%	10.11	%

Maturities of operating and finance lease liabilities as of ~~March~~June 3130, 2025 were as follows:


	Operating Leases		Finance Leases		Total
2025 (excluding the three months ended March 31, 2025)	$	182,326	$	1,108,922	$	1,291,248
2025 (excluding the six months ended June 30, 2025)	$	121,551	$	722,831	$	844,382
2026		252,825		1,400,784		1,653,609
2027		262,938		615,269		878,207
2028		273,456		635,827		909,283
2029		19,417		657,002		676,419
2030		—		748,812		748,812
2031		—		771,276		771,276
Thereafter		—		4,903,219		4,903,219
Total minimum lease payments		~~990~~930,~~962~~187		10,~~841~~455,~~111~~020		11,~~832~~385,~~073~~207
Less: imputed interest		(~~172~~152,~~268~~017)		(4,~~345~~185,~~099~~061)		(4,~~517~~337,~~367~~078)
Present value of lease liabilities	$	~~818~~778,~~694~~170	$	6,~~496~~269,~~012~~959	$	7,~~314~~048,~~706~~129

13. Subsequent Events

See Note 7 Debt for information related to non-convertible debt issued subsequent to ~~March~~June 3130, 2025, the Notice of Default received on September 9, 2025, and the twelve-month, $5.0 million credit facility the Company entered into on October 6, 2025 with the holder of the 2025 Non-Convertible Promissory Notes, Related Party.

AsIn ofconnection ~~April~~with ~~28,~~the ~~2025~~Notice of Default, the Company received ~~$1,942,650,~~on ~~net~~October ~~of fees of $7~~10,~~550,~~ ~~from~~2025 ~~investors~~a ~~from~~Notice ~~the first tranche~~ of aPublic ~~private~~Disposition ~~placement~~under ~~offering~~the inUniform ~~consideration~~Commercial ofCode (the ~~issuance~~“UCC toNotice”) befrom ~~made~~the tocollateral ~~such~~agent ~~investors~~on ofbehalf ~~an aggregate~~ of ~~48,755,000 shares~~ ~~of its common stock. The investments were made pursuant to a securities purchase agreement which contained customary representations, warranties and agreements by~~ the ~~Company~~holders ~~and~~of the ~~investors~~December ~~and customary conditions to closing.~~

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On2024 ~~April~~Secured ~~16,~~Convertible ~~2025~~Notes, ~~the~~Related ~~Company~~Party ~~received a notice from~~ (the ~~NYSE~~“Collateral ~~Regulation~~Agent”). ~~stating~~The ~~that~~UCC ~~the~~Notice ~~Company~~established ~~is not in compliance with~~ the ~~continued~~timing ~~listing~~and ~~standards~~location of ~~the~~a ~~NYSE~~public ~~American~~sale ~~LLC under the timely filing criteria included in Section 1007~~ of ~~the~~all ~~NYSE~~or ~~American~~a ~~Company~~portion Guide because the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024, which was due to be filed with the Securities and Exchange Commission no later than April 15, 2025. The April 30, 2025 filing of the Company’s ~~Annual~~pledged ~~Report on Form 10-K for the year ended December 31~~collateral, ~~2024~~which ~~satisfied~~occurred ~~the~~on ~~late~~November ~~filing notification; however~~24, ~~it did not satisfy other deficiencies~~2025.

The Collateral Agent closed on the sale of certain assets pertaining to the Company’s CDMO biomanufacturing facility on December 10, 2025 for $16,253,147.

OnThe ~~April~~Collateral ~~21,~~Agent ~~2025, the Company~~ received ~~notice~~proceeds ~~from~~of ~~the~~$15,219,552, ~~NYSE~~net ~~Regulation that it had suspended trading~~ of ~~the~~fees ~~Company’s common stock~~ and ~~commenced~~expenses ~~proceedings to delist the common stock from the NYSE American as a result~~ of ~~its~~$1,033,595, ~~determination~~ that ~~the~~were ~~Company~~applied isagainst ~~no longer suitable for listing pursuant to Section 1003(f)(v) of~~ the ~~NYSE American~~ Company ~~Guide due to the low selling price of the common stock. Although the Company had the right to a review of the staff~~’s ~~determination~~debt toas delist the common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American, the Company did not request a review of, or appeal, the staff’s determination. The Company’s shares of common stock began trading on the OTC Markets Pink Limited exchange on April 22, 2025.follows:


	Allocation of Proceeds
2025 Non-Convertible Promissory Notes, Related Party
Principal	$	9,391,765
Accrued Interest		186,620
Redemption Premium		725,288
		10,303,673
December 2024 Secured Convertible Notes, Related Party
Principal		2,971,115
Interest and Make-Whole		1,371,020
Late Fees		126,846
Redemption Premium		446,898
		4,915,879
Total Proceeds	$	15,219,552

Debt and related amounts in excess of the proceeds allocated will bear interest at 12.5% per annum. The aggregate amount, inclusive of principal, interest, make-whole, late fees, and redemption premiums, owed to the holders of the December 2024 Secured Convertible Notes, Related Party and 2025 Non-Convertible Promissory Notes, Related Party was $14.9 million immediately following the closing of the sale as follows:


	Remaining
2025 Non-Convertible Promissory Notes, Related Party	$	485,888
December 2024 Secured Convertible Notes, Related Party		14,460,205
	$	14,946,093

Subsequent to the closing of the sale and through January 12, 2026, the Company issued three non-convertible promissory notes in the aggregate principal amount together with an aggregate original issuance of $177,240 to the holder of the 2025 Non-Convertible Promissory Notes, Related Party.

Upon the closing of the sale by the Collateral Agent, the Company has no or nominal operations and no inventory, property, plant, and equipment, or operating lease right-of-use assets and nominal finance lease right-of-use assets and will therefore be unable to generate any revenue from operations in the near term. Additionally, the Company has no operating lease liabilities or finance lease liabilities.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and elsewhere in this Quarterly Report. This discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and the audited consolidated financial statements and notes thereto included in our 2024 Annual Report. This discussion may contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” You should review the disclosure under the heading “Risk Factors” in this Quarterly Report and the 2024 Annual Report for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

OVERVIEW

~~Through~~On ~~our~~October ~~subsidiary~~10, ~~Scorpius Biomanufacturing~~2025, ~~Inc.~~we ~~(“Scorpius~~received ~~Bio”),~~a weNotice ~~provide~~of ~~process~~Public ~~development~~Disposition ~~and~~under ~~biomanufacturing~~the ~~services~~Uniform toCommercial ~~support~~Code (the ~~biomanufacturing~~“UCC ~~needs~~Notice”) offrom ~~third~~the ~~parties.~~collateral ~~Scorpius~~agent ~~Bio~~on ~~couples~~behalf ~~CGMP~~of ~~biomanufacturing~~the ~~and~~holders ~~quality~~of ~~control~~the ~~expertise~~December ~~with~~2024 ~~cutting~~Secured ~~edge~~Convertible ~~capabilities~~Notes in(the ~~immunoassays,~~“Collateral ~~molecular~~Agent”). ~~assays,~~On ~~and~~November ~~bioanalytical~~24, ~~methods~~2025, tothe ~~support~~Collateral ~~cell-~~Agent ~~and~~on ~~gene-based~~behalf ~~therapies~~of asthe ~~well~~holders asof ~~large~~the ~~molecule~~December ~~biologics~~2024 ~~using~~Secured ~~American-made~~Convertible ~~equipment~~Notes, ~~reagents,~~held ~~and~~a ~~materials.~~public Wesale ~~anticipate~~of our ~~prioritization~~assets ofrelated ~~American-made~~to ~~equipment,~~our ~~reagents,~~CDMO ~~and~~biomanufacturing ~~materials~~facility ~~paired~~pledged ~~with~~assets, ~~domestic~~which ~~sourcing~~were ofsubstantially ~~biomanufacturing~~all ~~expertise~~of ~~will~~our ~~make~~assets usnecessary ~~competitive~~ for ~~U.S.~~our ~~government contracts and biodefense assets~~operations. WeThe ~~anticipate~~Collateral ~~this~~Agent ~~will~~closed ~~successfully~~on ~~support~~the ~~our~~sale ~~expansion~~on ~~within~~December ~~the~~10, ~~growing~~2025 ~~CDMO~~for ~~market~~$16,253,147.

We commenced operations of the leased San Antonio facility in September 2022. The lease at 1305 E. Houston Street, Building 2, at our facility was terminated in March 2025 due to non-payment of rent, and as further described below, we are striving to mitigate the resulting impact to ongoing manufacturing operations. In order to promote efficiency and reduce our reliance on third-party vendors, we have enhanced our in-house development of bioanalytic, process development and manufacturing capabilities and offer such services to third parties for fees. However, there can be no assurance that we will be successful in these new operations.

We intend to meet our financing needs for the operations of the facility through multiple alternatives, including, but not limited to, cash on hand, revenue from our CDMO biomanufacturing facility, grant funding, additional equity financings, debt financings, equipment sale leasebacks, and/or funding from partnerships or collaborations.

On February 26, 2025, we announced that we had engaged Alliance Global Partners to assist in exploring strategic alternatives for us. This engagement is part of our ongoing efforts to maximize shareholder value and evaluate a range of potential strategic opportunities. Our leadership remains committed to leveraging its scientific and technical expertise to enhance its position in the biomanufacturing sector while considering various avenues to drive long-term growth. There can be no assurance that this process will result in any transaction or other strategic change or as to the timing of any such potential agreement or transaction.

~~Recent~~Upon ~~Developments~~the closing of the sale of the assets, we have no or nominal operations and no or nominal assets and are therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~NYSE~~Prior ~~American~~to ~~Delisting~~the ~~Notification~~public sale, through our subsidiary, Scorpius Biomanufacturing, Inc. (“Scorpius Bio”), we provided process development and biomanufacturing services to support the biomanufacturing needs of third parties. As of the date of the filing of this Quarterly Report on Form 10-Q, our operations have ceased.

We commenced operations of the CDMO leased San Antonio facility in September 2022. The lease at 1305 E. Houston Street, Building 2, at our facility was terminated in March 2025 due to non-payment of rent.

In the past, we met our financing needs for our operations through multiple alternatives, including, but not limited to, equity financings, debt financings, equipment sale leasebacks, and/or funding from partnerships or collaborations. We generated minimal revenue from operations, and due to the termination of the lease of our principal manufacturing facility and sale of our CDMO related assets, we do not expect to generate revenue unless and until another business is merged into our company or acquired. However, we can provide no assurance that we will be able to find a merger candidate or funding to acquire other assets.

OnRecent ~~April~~Financial 16, 2025, we received a notice from the NYSE Regulation stating that we are not in compliance with the continued listing standards of the NYSE American LLC under the timely filing criteria included in Section 1007 of the NYSE American Company Guide because we failed to timely file our Annual Report on Form 10-K for the year ended December 31, 2024, which was due to be filed with the Securities and Exchange Commission no later than April 15, 2025. The April 30, 2025 filing of our Annual Report on Form 10-K for the year ended December 31, 2024 satisfied the late filing notification; however, it did not satisfy our other deficiencies.Developments

23Convertible Debt

Restated Elusys Convertible Note, Related Party

On December 2, 2025, we entered into a Second Amended and Restated Convertible Promissory Note to extend the maturity date of the Restated Elusys Convertible Note, Related Party to March 1, 2026.

Notice of Default and UCC Notice

On September 9, 2025, we received a notice of default and acceleration letter (“Notice of Default”) from the institutional investors for, among other things, our failure to maintain an effective and available applicable registration statement in accordance with the terms of the December 2024 Purchase Agreement, the failure of our common stock to remain listed on an eligible market for a period of more than ten (10) consecutive trading days and the failure to make payments when

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~~On April 21, 2025, we received notice from the NYSE Regulation that it had suspended trading of our common stock~~ and ~~commenced proceedings to delist our common stock from the NYSE American~~ as ~~a result of its determination that we are no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide~~ due. toWith the ~~low~~Notice ~~selling price~~ of ~~our~~Default, ~~common~~all ~~stock.~~amounts ~~Although~~owed weunder ~~had a right to a review of~~ the ~~staff’s~~December ~~determination~~2024 toSecured ~~delist~~Convertible ~~our~~Notes, ~~common~~Related ~~stock~~Party byin the ~~Listings~~aggregate ~~Qualifications~~amount ~~Panel~~ of ~~the~~$19,376,084 ~~Committee~~were ~~for~~due ~~Review~~and ofpayable. ~~the~~The ~~Board~~default ofon ~~Directors of~~ the ~~NYSE~~December ~~American,~~2024 weSecured ~~did~~Convertible ~~not~~Notes ~~request~~also triggered a ~~review~~default ~~of,~~on ~~or appeal,~~ the ~~staff’s~~2025 ~~determination.~~Non-Convertible ~~Our~~Promissory ~~shares~~Notes ofwith ~~common~~an ~~stock~~aggregate ~~began~~amount ~~trading~~due onof ~~the OTC Markets Pink Limited exchange on April 22~~$10, ~~2025~~789,561.

On October 10, 2025, we received a Notice of Public Disposition under the Uniform Commercial Code (the “UCC Notice”) from the collateral agent on behalf of the holders of the December 2024 Secured Convertible Notes, Related Party (the “Collateral Agent”). The UCC Notice established the timing and location of a public sale of all or a portion of our pledged collateral, which occurred on November 24, 2025. The Collateral Agent closed on the sale of certain assets pertaining to the Company’s CDMO biomanufacturing facility on December 10, 2025 for $$16,253,147. The outstanding amount of the December 2024 Secured Convertible Notes is $14,460,205 at January 12, 2026, including principal, accrued interest, redemption premiums, late fees, and the Make-Whole Amount. The outstanding amount of the 2025 Non-Convertible Promissory Notes is $485,888 at January 12, 2026, including principal, accrued interest, and redemption premiums.

Convertible Debt with Warrants

The December 2024 Offering; December 2024 Purchase Agreement; December 2024 Secured Convertible Notes, Related Party; December 2024 Common Warrants; December 2024 Conversion Price; December 2024 Exercise Price; and Maximum Percentage are defined and/or and more fully described in our Annual Report on Form 10-K for the year ended December 31, 2024. The following information reflects significant developments subsequent to December 31, 2024 with respect to these items. Also refer to Note 7 “Debt” of the Notes to the Consolidated Financial Statements (Unaudited) for additional information.

OnThe ~~May~~initial 1,December ~~2025~~2024 Conversion Price was equal to $0.50, ~~the~~which ~~NYSE~~was ~~American~~adjusted ~~filed~~by aamendment ~~Form~~to $0.25 ~~with~~in ~~the~~February ~~Securities~~2025 ~~and~~for ~~Exchange~~both ~~Commission~~institutional toinvestors. ~~delist~~For ~~our~~one ~~common~~institutional ~~stock,~~investor ~~which~~holding ~~delisting~~a ~~became~~December ~~effective~~2024 ~~ten~~Secured ~~days~~Convertible ~~after~~Note ~~the~~with ~~filing~~an aggregate original principal balance of $12,416,667, the ~~Form~~conversion ~~25.~~price Wewas ~~will~~further ~~remain~~adjusted aby ~~reporting~~amendment ~~entity~~in ~~under~~May 2025 to $0.06 and in July 2025 to the ~~Securities~~lower ~~Exchange~~of ~~Act~~i) $0.06 or ii) 55% of ~~1934,~~the asaverage ~~amended,~~of ~~with~~the ~~respect~~three tolowest ~~continued~~traded ~~disclosure~~prices ofduring ~~financial~~the ~~and~~preceding ~~operational~~twenty ~~information~~days immediately prior to conversion (the “Market Price”).

~~Directors~~The initial December 2024 Exercise Price was equal to $0.50, which was adjusted by amendment to $0.25 in February 2025 for both institutional investors. The exercise price was further adjusted by amendment to $0.06 in May 2025 for one institutional investor holding warrants for the exercise of up to 12,416,667 shares of common stock. The adjustments to the December 2024 Exercise Price did not change the number of shares of common stock issuable upon exercise of the December 2024 Common Warrants.

On March 3, 2025, we increased the size of our Board of Directors (the “Board”) to five members and appointed Tan Sze Thuan to serve as a director. On June 4, 2025, Tan Sze Thuan notified us of his decision to resign, effective immediately, from his position as a member of the Board. Mr. Thuan did not advise us of any disagreement with us on any matter relating to our operations, policies or practices. Mr. Thuan served as a non-employee director and did not hold a position on any committee of the Board.

OnDuring ~~May~~the 2six months ended June 30, 2025, ~~John~~we ~~Prendergast,~~issued ~~Ph.D.~~6,019,444 ashares ~~member~~ of ~~the~~common ~~Board,~~stock ~~notified~~upon the ~~Board~~partial conversions of ~~his~~the ~~decision~~December to2024 ~~resign,~~Secured ~~effective~~Convertible ~~immediately~~Notes, ~~from~~Related ~~his~~Party ~~position~~at asconversion aprices ~~member~~ of ~~the~~$0.50 ~~Board~~ and ~~related Committees~~$0. Mr25. ~~Prendergast~~The ~~did~~outstanding ~~not~~balance ~~advise us~~ of ~~any~~the ~~disagreement~~December ~~with~~2024 usSecured onConvertible ~~any~~Notes, ~~matter~~Related ~~relating~~Party, toincluding ~~our operations~~principal, ~~policies~~accrued orinterest, ~~practices.~~redemption ~~Mr. Prendergast served as our Lead Independent Director~~premiums, ~~Chairman~~late ~~of the Compensation Committee of the Board~~fees, and ~~a member of~~ the ~~Audit~~Make-Whole ~~Committee~~Amount ofwas ~~the~~$14,460,205 ~~Board~~at ~~and~~January ~~the~~12, ~~Corporate Governance and Nominating Committee of the Board~~2026.

~~Reverse~~On ~~Stock~~June ~~Split~~9, 2025, one institutional investor filed notice to increase the Maximum Percentage to 9.99%, effective August 9, 2025, applicable to the one institutional investor as permitted by the December 2024 Secured Convertible Notes, Related Party.

~~On July 17, 2024, we effected a 1~~Non-~~for-200~~Convertible reverse stock split (the “Reverse Stock Split”) with resulting fractional shares paid in cash. Corresponding adjustments were also made to the number of shares of common stock issuable upon exercise or conversion of our convertible securities, outstanding equity awards, and warrants, as well as the applicable exercise prices. Unless otherwise noted, we have retroactively adjusted all share amounts and per share data in this Quarterly Report to give effect to the Reverse Stock Split.Debt

~~Assignment~~During the six months ended June 30, 2025, we issued nine non-convertible promissory notes with an aggregate original issuance of ~~Lease~~$4,610,000 to an institutional investor, and subsequent to June 30, 2025, we issued twenty non-convertible promissory notes with an aggregate original issuance of $5,859,005 to the same institutional investor (collectively, the “2025 Non-Convertible Promissory Notes, Related Party”). Six of the nine, with an aggregate original issuance of $2,410,000, were issued during the three months ended June 30, 2025. As described in Note 2 “Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements (Unaudited), we have elected the fair value option for ~~Principal~~measuring ~~Offices~~the 2025 Non-Convertible Promissory Notes, Related Party. The fair value of the 2025 Non-Convertible Promissory Notes, Related Party was $1,520,000 and $2,880,000 upon issuance during the three and six months ended June 30, 2025, respectively, with the $890,000 and $1,730,000 premium recognized as a component of equity due to the related party nature of the transactions.

On March 7, 2025, we entered into an Assignment and Assumption of Lease (the “Lease Assignment”) with a third party assignee and the landlord pursuant to which we assigned all of our rights and obligations under our lease, dated June 21, 2021, as amended, for our former principal offices in Morrisville, North Carolina. In connection with the Lease Assignment, we paid fees of $224,651 to our broker, $55,720 to the landlord for March 2025 rent due under the lease, and sold certain furniture, fixtures and equipment on the leased premises to the assignee for $55,720. In connection with the Lease Assignment, we derecognized the related operating lease right-of-use asset and operating lease liability and recognized a loss of $1,600,531. In connection with the sale of furniture, fixtures and equipment, we recognized a loss on sale of $721,564, including the $55,720 rent payment that was, economically, a wash of the sale proceeds.26

Settlement of Related Party Receivable

On March 12, 2025, we entered into a Second Amendment to Asset and Equity Interests Purchase Agreement (the “Second Amendment to Divestiture Agreement”) with Elusys Holdings. Pursuant to the Second Amendment to Divestiture Agreement, the $2.5 million cash payment required to be made pursuant to the Note Amendment was eliminated in exchange for the payment by Elusys Holdings of $550,000 in cash, which amount was paid to us on March 12, 2025.

Lease Termination

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On March 24, 2025, we received a notice of lease termination due to non-payment of rent, effective immediately, from TPB Merchants Ice LLC, a Texas limited liability company (the “Lessor”), the lessor of our principal manufacturing space (the “Premises”) at 1305 E. Houston Street, Building 2, in San Antonio, terminating that certain Lease dated December 31, 2022, between Lessor and us for the Premises, resulting in a loss on lease termination of $4,132,767. Negotiations failed with the Lessor to replace the terminated lease with a license or similar conveyance of rights to occupy and use the Premises. We intend for the outcome of a strategic plan to include a successful resolution to the lease termination which will allow us to better execute on our operating plans, however, there can be no assurance that such a strategic plan will be successful.

Convertible Debt with Warrants

The December 2024 Offering; December 2024 Purchase Agreement; December 2024 Secured Convertible Notes; December 2024 Common Warrants; December 2024 Conversion Price; December 2024 Exercise Price; and Maximum Percentage are defined and/or and more fully described in our Annual Report on Form 10-K for the year ended December 31, 2024. The following information reflects significant developments subsequent to December 31, 2024 with respect to these items. Also refer to Note 7 “Debt” of the Notes to the Consolidated Financial Statements (Unaudited) for additional information.

The ~~initial~~2025 ~~December~~Non-Convertible ~~2024~~Promissory ~~Conversion Price was equal to $0.50~~Notes, ~~which~~Related ~~was~~Party ~~adjusted~~accrue byinterest ~~amendment~~at ~~to $0~~5.250% inper ~~February~~annum ~~2025~~and ~~for~~mature ~~both~~at ~~institutional~~the ~~investors.~~earlier ~~For~~of ~~one~~i) ~~institutional~~the ~~investor~~stated ~~holding~~maturity adate; ~~December~~ii) ~~2024~~the ~~Secured~~consummation ~~Convertible~~of ~~Note~~a ~~with~~corporate anevent, ~~aggregate~~as ~~original~~defined; ~~principal~~or ~~balance~~iii) ~~of $12~~when,~~416,667,~~ ~~the~~upon ~~conversion~~or ~~price~~after ~~was~~an ~~further~~event ~~adjusted~~of ~~by amendment in May 2025 to $0~~default.06 The ~~and~~maturity inof ~~July~~the 2025 toNon-Convertible ~~the~~Promissory ~~lower~~Notes, ofRelated ~~i) $0.06~~Party, orincluding ~~ii)~~those ~~55%~~issued ofsubsequent ~~the~~to ~~average~~June of30, ~~the~~2025, ~~three~~range ~~lowest~~from ~~traded~~31 ~~prices~~to ~~during~~182 ~~the~~days ~~preceding~~from ~~twenty~~issuance ~~days~~with ~~immediately~~a ~~prior~~weighted toaverage ~~conversion~~of ~~(the~~91 ~~“Market Price”)~~days.

~~The~~All ~~initial~~payments ~~December~~upon ~~2024 Exercise Price was equal to $0.50~~maturity, ~~which~~redemption ~~was~~or ~~adjusted~~prepayment byof ~~amendment~~the ~~to $0.25 in February~~ 2025 ~~for~~Non-Convertible ~~both~~Promissory ~~institutional~~Notes, ~~investors.~~Related ~~The~~Party ~~exercise~~shall ~~price~~include, ~~was~~together ~~further~~with ~~adjusted~~all byother ~~amendment~~amounts toof ~~$0.06~~principal inand/or ~~May~~interest, ~~2025~~a ~~for~~premium ~~one~~payment ~~institutional~~equal ~~investor~~to ~~holding~~5% ~~warrants~~of ~~for~~ the ~~exercise~~principal ofamount. upOn toApril 1230,~~416~~ 2025,~~667~~ ~~shares~~we ofrepaid ~~common~~$472,500 ~~stock.~~of ~~The adjustments to~~ the ~~December~~2025 ~~2024~~Non-Convertible ~~Exercise~~Promissory ~~Price~~Notes, ~~did~~Related ~~not~~Party, ~~change~~including ~~the~~principal ~~number~~and ofpremium ~~shares~~ of ~~common~~$450,000 ~~stock~~and ~~issuable~~$22,500, ~~upon exercise of the December 2024 Common Warrants~~respectively.

~~During~~The ~~the~~2025 ~~three~~Non-Convertible ~~months~~Promissory ~~ended~~Notes, ~~March~~Related ~~31,~~Party ~~2025~~contain customary events of default, including if we ~~issued~~or 6any of our subsidiaries,~~019~~ individually or in the aggregate,~~444~~ ~~shares~~fails to pay indebtedness in excess of ~~common~~$150,000 ~~stock~~due ~~upon~~to ~~the~~any ~~partial~~third ~~conversions~~party, subject to certain exceptions, or if an event of ~~the~~default ~~December~~occurs ~~2024~~under ~~Secured~~any ~~Convertible~~other ~~Notes~~outstanding promissory note. If at ~~conversion~~any ~~prices~~time any of ~~$0.50~~the ~~and~~2025 ~~$0.25.~~Non-Convertible ~~The~~Promissory Notes, Related Party are outstanding ~~balance~~we ofconsummate a subsequent Financing, as defined, the ~~December~~holder ~~2024~~shall ~~Secured~~have ~~Convertible~~the ~~Notes~~right, ~~including~~in ~~principal,~~its ~~accrued~~sole ~~interest~~discretion, ~~and~~to require that we redeem the ~~Make~~entire outstanding balance of the 2025 Non-~~Whole~~Convertible ~~Amount~~Promissory ~~was~~Notes, ~~$14~~Related Party,~~994,810~~ attogether ~~both~~with ~~March~~all 31accrued interest thereon, ~~2025~~using ~~and~~up ~~August~~to ~~22,~~100% ~~2025~~of the gross proceeds of such Financing.

~~The~~On ~~holders~~October of6, 2025, we entered into a twelve-month credit facility with the ~~December~~holder ~~2024~~of ~~Secured~~the 2025 Non-Convertible Promissory Notes, ~~have~~Related ~~not~~Party ~~demanded~~to ~~payment~~borrow orup ~~declared~~to a$5.0 ~~default~~million on terms comparable to the existing 2025 Non-Convertible Promissory Notes, ~~however~~Related Party, except as ofnoted ~~August~~below. ~~22,~~In ~~2025~~connection with this twelve-month credit facility, we ~~have~~entered ~~failed~~into a security agreement to ~~satisfy~~grant the ~~first~~holder ~~three~~of ~~quarterly~~the ~~payments~~2025 onNon-Convertible ~~January~~Promissory 2Notes, ~~2025,~~Related ~~April~~Party 1,a ~~2025,~~security ~~and~~interest ~~July~~in 1certain property of the Company pari passu with the security interest held by holders of the December 2024 Secured Convertible Notes, ~~2025.~~Related Party.

OnUpon ~~June~~the 9occurrence (and during the continuance) of an event of default, those 2025 Non-Convertible Promissory Notes, ~~one~~Related ~~institutional~~Party ~~investor~~issued ~~filed~~on ~~notice~~or toafter ~~increase~~October 6, 2025 shall accrue interest at 10% per annum until such time as the ~~Maximum~~event ~~Percentage~~of todefault 9is cured or waived.~~99%,~~ ~~effective~~The ~~August~~premium 9,payment on those 2025 Non-Convertible Promissory Notes, ~~applicable~~Related toParty ~~the~~issued ~~one~~on ~~institutional~~or ~~investor~~after asOctober ~~permitted~~6, by2025 shall equal 15% of the ~~December~~outstanding ~~2024~~principal ~~Secured~~and ~~Convertible~~accrued ~~Notes~~interest.

~~Non-Convertible~~Private ~~Debt~~Investment in Public Entity

During the three months ended March 31, 2025, we issued three non-convertible promissory notes with an aggregate original issuance of $2,200,000 to an institutional investor, and subsequent to March 31, 2025, we issued nine non-convertible promissory notes with an aggregate original issuance of $4,040,000 to the same institutional investor (collectively, the “2025 Non-Convertible Promissory Notes, Related Party”). The 2025 Non-Convertible Promissory Notes, Related Party accrue interest at 5.0% per annum and mature at the earlier of i) the stated maturity date; ii) the consummation of a corporate event, as defined; or iii) when, upon or after an event of default. The maturity of the 2025 Non-Convertible Promissory Notes, Related Party range from 35 to 78 days from issuance with a weighted average of 65 days.

~~All~~On ~~payments~~April ~~upon~~30, ~~maturity~~2025, ~~redemption~~we orissued ~~prepayment~~48,755,000 shares of ~~the~~our ~~2025~~common ~~Non-Convertible~~stock ~~Promissory~~at ~~Notes,~~a ~~Related~~price ~~Party~~of ~~shall~~$0.04 ~~include,~~per ~~together~~share ~~with~~to ~~all~~investors ~~other~~of ~~amounts~~a private placement offering in consideration of ~~principal~~$1,942,650, ~~and/or~~net ~~interest~~of fees of $7,550. aThe ~~premium~~investments ~~payment~~were ~~equal~~made pursuant to 5%a ofsecurities purchase agreement which contained customary representations, warranties and agreements by us and the ~~principal~~investors and customary conditions to closing.

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amount. On April 30, 2025, we repaid $472,500 of the 2025 Non-Convertible Promissory Notes, Related Party, including principal and premium of $450,000 and $22,500, respectively. The outstanding principal balance of the 2025 Non-Convertible Promissory Notes, Related Party is $5,790,000 at August 22, 2025.

~~The~~NYSE ~~2025~~American ~~Non-Convertible~~Delisting Promissory Notes, Related Party contain customary events of default, including if we or any of our 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. If at any time any of the 2025 Non-Convertible Promissory Notes, Related Party are outstanding we consummate a subsequent Financing, as defined, the holder shall have the right, in its sole discretion, to require that we redeem the entire outstanding balance of the 2025 Non-Convertible Promissory Notes, Related Party, together with all accrued interest thereon, using up to 100% of the gross proceeds of such Financing.Notification

~~The~~On ~~institutional~~April ~~investor~~16, ~~has~~2025, ~~not~~we ~~demanded~~received ~~payment,~~a ~~however,~~notice from the NYSE Regulation stating that we are not in ~~default~~compliance onwith the ~~2025~~continued ~~Non-Convertible~~listing ~~Promissory~~standards ~~Notes,~~of ~~Related~~the ~~Party~~NYSE asAmerican aLLC ~~result~~under the timely filing criteria included in Section 1007 of ~~our~~the ~~failure~~NYSE American Company Guide because we failed to ~~repay~~timely ~~amounts~~file ~~when~~our Annual Report on Form 10-K for the year ended December 31, 2024, which was due to be filed with the Securities and ~~failing~~Exchange toCommission ~~pay~~no ~~indebtedness~~later inthan ~~excess~~April 15, 2025. The April 30, 2025 filing of ~~$150~~our Annual Report on Form 10-K for the year ended December 31,~~000~~ to2024 ~~certain~~satisfied ~~third~~the ~~parties~~late filing notification; however, it did not satisfy our other deficiencies.

On April 21, 2025, we received notice from the NYSE Regulation that it had suspended trading of our common stock and commenced proceedings to delist our common stock from the NYSE American as a result of its determination that we are no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of our common stock. Although we had a right to a review of the staff’s determination to delist our common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American, we did not request a review of, or appeal, the staff’s determination. Our shares of common stock began trading on the OTC Markets Pink Limited exchange on April 22, 2025.

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On May 1, 2025, the NYSE American filed a Form 25 with the Securities and Exchange Commission to delist our common stock, which delisting became effective ten days after the filing of the Form 25. We will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.

CRITICAL ACCOUNTING ESTIMATES

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions, which management believes to be reasonable under the circumstances, which form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates, the more significant judgments and estimates used in the preparation of our consolidated financial statements, remain unchanged from those summarized in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report.

RESULTS OF OPERATIONS

~~Comparison~~Since of the ~~Three~~Collateral ~~Months~~Agent ~~Ended~~has ~~March~~sold 31in a public auction on November 24, 2025 all of our assets related to our CDMO operations, we do not have any assets that can generate revenue and ~~2024~~therefore we do not anticipate generating any revenue from operations in the near term. We do not expect to generate revenue unless and until we consummate a strategic transaction such as a reverse merger or asset acquisition. However, we can provide no assurance that we will be able to find a merger candidate or funding to acquire other assets. If are unable to find financing or undertake a strategic alternative we may need to file for bankruptcy, liquidate our company or reorganize the Company, or a combination of the foregoing. In addition, our status as a “Shell Company” will negatively impact our ability to attract investors as removal of restricted stock legends is limited for any prior or current “Shell Companies.”

Revenues. Revenue decreased $3.3 million to $0.2 million for the three months ended March 31, 2025 compared to the same three-month period in 2024. The largest customer during the three months ended March 31, 2024, representing revenue of $2.3 million, migrated to a larger CDMO during 2024.

Cost of revenues. Cost of revenues decreased $0.5 million to $0.4 million for the three months ended March 31, 2025 compared to the same three-month period in 2024. Cost of revenues primarily consisted of the direct cost of labor and material costs at Scorpius Bio. The decrease in cost of revenues is primarily due to lower production levels.

~~Research~~Comparison ~~and development expense. The majority~~ of our research and development activities are performed on behalf of our customers in our role as their CDMO. Whereas labor costs directly attributable to customer projects are classified and reported as cost of revenues, all other CDMO costs, including labor costs, that are not of an administrative nature are classified and reported as research and development expense. Research and development expense decreased $0.7 million to $3.2 million for the three months ended ~~March~~June 3130, 2025 ~~compared~~and ~~to the same three-month period in~~ 2024.

Revenues. Revenue decreased $0.6 million to $0.2 million for the three months ended June 30, 2025 compared to the same three-month period in 2024. Four CDMO customer contracts, representing revenue of $0.6 million during the three months ended June 30, 2024, were canceled, completed, or suspended indefinitely due to lack of funding, resulting in no revenue recognized during the three months ended June 30, 2025. As stated above, we do not anticipate generating any revenue for the remainder of 2025 and potentially longer.

Cost of revenues. Cost of revenues decreased $0.6 million to $0.2 million for the three months ended June 30, 2025 compared to the same three-month period in 2024. Cost of revenues primarily consisted of the direct cost of labor and material costs at Scorpius Bio. The decrease in cost of revenues is primarily due to lower production levels. We do not expect to have any future cost of revenue as we have ceased operations.

~~Selling,~~Research ~~general~~ and ~~administrative~~development expense. ~~Selling,~~The ~~general~~majority of our research and ~~administrative~~development ~~expenses~~activities were $4performed on behalf of our customers in our role as their CDMO.0 ~~million~~Whereas labor costs directly attributable to customer projects were classified and ~~$5.0~~reported ~~million~~as ~~for~~cost ~~the~~of ~~three~~revenues, ~~months~~all ~~ended~~other ~~March~~CDMO 31costs, ~~2025~~including ~~and~~labor ~~2024~~costs, ~~respectively.~~that ~~The~~are ~~decrease~~not of $1an administrative nature are classified and reported as research and development expense. Research and development expense decreased $0.8 million ~~was~~to ~~primarily~~$2.8 ~~due~~million tofor ~~general~~the ~~cost~~three ~~cutting~~months ~~measures~~ended ~~that~~June ~~delayed~~30, ~~reduced,~~2025 orcompared ~~eliminated~~to ~~certain~~the ~~spend~~same three-month period in 2024.

26Selling, general and administrative expense. Selling, general and administrative expenses were $3.0 million and $5.0 million for the three months ended June 30, 2025 and 2024, respectively. The decrease of $2.0 million was primarily due to general cost cutting measures that delayed, reduced, or eliminated certain spend.

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Other operating expenses. We recognized a loss on disposal of long-lived assets of $0.6 million for the three months ended June 30, 2024. No such amount was recognized for the three months ended June 30, 2025.

Non-operating income and expenses. A portion of non-operating expenses for the three months ended June 30, 2025 and 2024 relate to changes in fair value of financial instruments that either require measurement at fair value or that we have elected to measure at fair value. Details of our fair value measurements can be found in Note 3 Fair Value of Financial Instruments of the Notes to the Consolidated Financial Statements (Unaudited).

Comparison of the six months ended June 30, 2025 and 2024

Revenues. Revenue decreased $3.9 million to $0.4 million for the six months ended June 30, 2025 compared to the same six-month period in 2024. The largest customer during the six months ended June 30, 2024, representing revenue of $2.3 million, migrated to a larger CDMO during 2024. As stated above, we do not anticipate generating any revenue for the remainder of 2025 and potentially longer.

Cost of revenues. Cost of revenues decreased $1.2 million to $0.6 million for the six months ended June 30, 2025 compared to the same six-month period in 2024. Cost of revenues primarily consisted of the direct cost of labor and material costs at Scorpius Bio. The decrease in cost of revenues is primarily due to lower production levels. We do not expect to have any future cost of revenue as we have ceased operations.

Research and development expense. The majority of our research and development activities were performed on behalf of our customers in our role as their CDMO. Whereas labor costs directly attributable to customer projects were classified and reported as cost of revenues, all other CDMO costs, including labor costs, that are not of an administrative nature are classified and reported as research and development expense. Research and development expense decreased $1.5 million to $6.0 million for the six months ended June 30, 2025 compared to the same six-month period in 2024.

Selling, general and administrative expense. Selling, general and administrative expenses were $7.0 million and $10.0 million for the six months ended June 30, 2025 and 2024, respectively. The decrease of $3.0 million was primarily due to general cost cutting measures that delayed, reduced, or eliminated certain spend.

Change in fair value of contingent earn-out receivable, related party. The contingent earn-out receivable, related party was reclassified to related party receivable on July 30, 2024 as described in our 2024 Annual Report.

~~Total~~Other ~~non-~~operating ~~expense~~expenses. AThe ~~portion~~loss ofon ~~non-operating~~lease ~~expenses~~assignment ~~for~~and ~~the~~termination ~~three months ended March 31, 2025~~ and ~~2024~~the ~~relate~~loss toon ~~changes~~disposal inof ~~fair~~long-lived ~~value~~assets of ~~financial~~$5.7 ~~instruments~~million ~~that~~and ~~either require measurement at fair value or that we have elected to measure at fair value~~$0.7 Nomillion, ~~financial instrument measured at fair value at March 31~~respectively, ~~2024~~for ~~remained~~the onsix ~~our~~months ~~balance~~ended ~~sheet~~June ~~at March 31~~30, 2025. ~~Details~~are ofdescribed ~~our~~in ~~fair~~the ~~value~~preceding ~~measurements~~section ~~can~~“Recent beDevelopments” ~~found~~and in Note 312 ~~Fair~~Leases ~~Value~~ of ~~Financial Instruments of~~ the Notes to the Consolidated Financial Statements (Unaudited). ~~The~~No ~~$1.1~~lease ~~million~~assignments ~~decrease~~or interminations ~~other~~occurred ~~income is due to the $1.0 million license revenue recognized~~ during the ~~three~~six months ended ~~March~~June 3130, 2024. Asrequiring ~~further~~similar ~~described~~loss inrecognition. ~~Note~~A ~~12 Leases of the Notes to the Consolidated Financial Statements (Unaudited), we recognized a~~ loss on ~~lease~~disposal ~~assignment~~ of ~~$5.7~~long-lived ~~million~~assets ~~for the three months ended March 31, 2025. We also recognized a loss~~ of $0.86 million was recognized for ~~three~~the six months ended ~~March~~June 3130, ~~2025 related to the loss on settlement of related party receivable~~2024.

Non-operating income and expenses. A portion of non-operating expenses for the six months ended June 30, 2025 and 2024 relate to changes in fair value of financial instruments that either require measurement at fair value or that we have elected to measure at fair value. Details of our fair value measurements can be found in Note 3 Fair Value of Financial Instruments of the Notes to the Consolidated Financial Statements (Unaudited). The $1.0 million decrease in other income is due to the $1.0 million license revenue recognized during the six months ended June 30, 2024. As described in the preceding section “Recent Developments” and in Note 2 Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements (Unaudited), we also recognized a loss of $0.8 million for the six months ended June 30, 2025 related to the loss on settlement of related party receivable.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

As of ~~March~~June 3130, 2025, we had approximately $0.25 million in cash and cash equivalents ~~and short-term investments~~. As of ~~August~~January 2212, ~~2025~~2026, our cash and cash equivalents ~~and short-term investments~~ were ~~approximately~~less than $0.31 million.

We have incurred an accumulated deficit of $297.9 million through March 31, 2025. We have incurred negative cash flows from operations since we started our business. We have spent, and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including our planned product development efforts, our clinical trials, and our research and discovery efforts. We have not yet generated significant revenue from operations and do not anticipate that we will generate sufficient revenue from operations in the near term to sustain our operations and therefore we will need to raise capital to sustain our operations.29

We expect to incur significant expenses and continued losses from operations for the foreseeable future despite our sale of Elusys Therapeutics and the reduced expenses resulting from such sale. We expect to continue to incur significant expenses as we continue to increase operations at our facility in San Antonio. For the three months ended March 31, 2025, we generated approximately $0.2 million in revenue and used cash in operating activities of approximately $3.4 million. To date the revenue generated from our operations in San Antonio has not been sufficient to cover our operating expenses and we have raised money through the various completed public offerings and debt issuances described above and in our 2024 Annual Report.

We have suffered recurring losses from operations and have not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of this filing. At August 22, 2025, our cash and cash equivalents and short-term investments were $0.3 million. Our current cash, including revenue generated from operations and the proceeds from the completed public offerings from the sale of common stock and various debt issuances, is anticipated to be sufficient to fund operations only through August 2025.

We intend to meet our financing needs through multiple alternatives, including, but not limited to, cash on hand, revenue from our CDMO biomanufacturing facility, additional equity financings, debt financings, equipment sale leasebacks, and/or funding from partnerships or collaborations. We are also exploring strategic alternatives. There can be no assurance that we will be successful in implementing these plans. If we do not raise capital or successfully engage a strategic partner in the next few months, we may be required to delay, reduce, or terminate some or all of our operations, sell some of our assets, cease operations, liquidate our assets or reorganize the Company, or a combination of the foregoing.

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We have incurred an accumulated deficit of $302.0 million through June 30, 2025. We have incurred negative cash flows from operations since we started our business. We spent substantial amounts in connection with implementing our prior business strategy, including our planned product development efforts, our clinical trials, and our research and discovery efforts. We have never generated significant revenue from operations and do not anticipate that we will generate any revenue unless we engage in a strategic alternative. However, to sustain our public operations we will need to raise capital.

For the six months ended June 30, 2025, we generated approximately $0.4 million in revenue and used cash in operating activities of approximately $6.8 million. To date the revenue generated from our operations in San Antonio has not been sufficient to cover our operating expenses and we have raised money through the various completed public offerings and debt issuances described above and in our 2024 Annual Report.

We have suffered recurring losses from operations and have not generated significant revenue or positive cash flows from operations. Further, with the foreclosure sale of our CDMO assets by the Collateral Agent, we have no or nominal operations and no inventory, property, plant, and equipment, or operating lease right-of-use assets and nominal finance lease right-of-use assets. Therefore, we currently have no assets from which we can derive revenue. The senior lender who has been funding certain of our payment obligations has no obligation to continue funding our company and may cease to do so at any time. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of this filing.At January 12, 2026, our cash andcash equivalents were less than $0.1 million. Our current cash is anticipated to be sufficient to fund our ongoing public company expenses only through January 2026.

We are also exploring strategic alternatives. There can be no assurance that we will be successful in implementing these plans. If we do not raise capital or successfully engage in a strategic transaction such as a reverse merger or asset acquisition in the next few months, we may be required to file for bankruptcy and liquidate our company.

Cash Flows

The following table summarizes our cash flows for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024.


	~~For~~Six ~~the Three~~ Months Ended
	~~March~~June 3130,
(in millions)	2025		2024
Cash flows provided by (used in):
Operating activities	$	(36.48)	$	(410.7)
Investing activities		—0.1		2.85
Financing activities		26.52		39.35

Operating activities

~~The~~Of the net $63.69 million ~~increase~~decrease in ~~net~~cash ~~loss~~used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025 compared to the ~~three~~six months ended ~~March~~June 3130, 2024, ~~was~~changes ~~partially offset by the $4.4 million increase~~ in noncash expenses, including the losses on lease assignment and termination described above, ~~and~~were largely offset by changes in fair value estimates. Working capital changes ~~attributed~~comprise $3.57 million toof the ~~change in cash from operating activities, including~~ $13.89 million ~~related~~and toare ~~deferred~~reflective ~~revenue.~~of ~~The~~the ~~change~~conditions inand ~~deferred~~events ~~revenue~~described ~~for~~in the ~~three~~going ~~months~~concern ~~ended~~uncertainty ~~March~~section ~~31,~~in ~~2025~~Note ~~compared~~2 toSummary ~~the~~of ~~three~~Significant ~~months~~Accounting ~~ended~~Policies ~~March~~of ~~31,~~the ~~2024~~Notes ~~corresponds~~ to the ~~reduced~~Consolidated ~~production~~Financial ~~and~~Statements ~~revenue generating activities described herein~~(Unaudited).

Investing activities

The change in cash flows from investing activities is primarily related to a significant liquidation of short-term investments that occurred during the ~~three~~six months ended ~~March~~June 3130, 2024, resulting in proceeds of $2.89 million. We also received proceeds of $1.0 million from the sale of an intellectual property license during the ~~three~~six months ended ~~March~~June 3130, 2024.

Financing activities

Net cash provided by financing activities was $26.52 million during the ~~three~~six months ended ~~March~~June 3130, 2025 compared to $39.35 million for the same period in 2024. ~~The~~Net ~~decrease of $0.8 million is primarily attributable to the~~ proceeds from ~~the issuance of~~ common stock, ~~net~~issuances ofdecreased ~~issuance costs, of~~ $15.~~2 million for the three months ended March 31, 2024 and the $~~0.6 million ~~proceeds from the settlement of related party receivable~~ during the ~~three months ended March 31, 2025.~~

~~Current and Future Financing Needs~~30

Since our inception in June 2008, we have incurred significant losses and we have financed our operations with net proceeds from the private placement of our preferred stock, common stock and debt and more recently the assignment of certain non-core assets pursuant to the terms of the Patent Agreement, the Original Elusys Convertible Note and the public offering of our common stock. Since our initial public offering, we have not generated significant revenue from operations and have primarily financed our operations with net proceeds from the public offering of our securities and to a lesser extent, the proceeds from the exercise of warrants. As of March 31, 2025, we had an accumulated deficit of approximately $297.9 million. We had a net loss of $11.3 million for the three months ended March 31, 2025. At August 22, 2025, our cash and cash equivalents and short-term investments were $0.3 million. Our current cash, including revenue generated from operations and the proceeds from the completed public offerings from the sale of common stock and various debt issuances, is anticipated to be sufficient to fund operations only through August 2025, and therefore, we need to raise additional funds either through operations or financings.

We will need to raise additional capital. However, the actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. These factors include the following:

● our ability to attract customers for our CDMO services and retain current customers;

● our ability to timely complete projects within estimated budgets;

● the number and scope of our research programs;

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●comparative periods while proceeds from debt issuances, net of repayments, increased $1.2 million during the ~~progress~~six months ended June 30, 2025 compared to the six months ended June 30, 2024. We also received proceeds of ~~our~~$0.6 ~~research~~million ~~activities;~~from the settlement of related party receivable during the six months ended June 30, 2025.

●Current ~~the progress of the development efforts of parties with whom we have entered into research~~ and ~~development~~Future ~~agreements;~~Financing Needs

●Since our ~~expansion~~inception ~~plans~~in June 2008, we have incurred significant losses and we have financed our operations with net proceeds from the private placement of our preferred stock, common stock and debt and the assignment of certain non-core assets pursuant to the terms of the Patent Agreement, the Original Elusys Convertible Note and the public offering of our common stock. We do not have sufficient cash ~~needs~~to support our expenses beyond year end and recently have been dependent upon loans from our senior lender to support our expenses. With the foreclosure sale of our CDMO assets, we have ceased operations and currently have no assets from which we can derive revenue. The senior lender has no obligation to continue funding our company and may cease to do so at any ~~new~~time. ~~projects;~~In addition, our status as a “Shell Company” will negatively impact our ability to attract investors as removal of restricted stock legends is limited for any prior or current “Shell Companies.” As of June 30, 2025, we had an accumulated deficit of approximately $302.0 million. We had a net loss of $15.6 million for the six months ended June 30, 2025. At January 12, 2026, our cash and cash equivalents were less than $0.1 million. Our current cash is anticipated to be sufficient to fund expenses only through January 2026, and therefore, we need to explore strategic alternatives. In order to avoid bankruptcy or liquidation, we will need additional funds which may not be available.

●We have based our estimate on assumptions that may prove to be wrong. Potential sources of financing include strategic relationships, public or private sales of our equity or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional ~~CDMO~~funding ~~equipment~~will ~~costs~~be available when we need it on terms that will be acceptable to us, or at all. In addition, our ability to raise capital through the sale of securities is limited by our inability to utilize a registration statement on Form S-3 to raise capital until our common stock is once again listed on a national securities exchange or our non-affiliate public float exceeds $75 million, which may not happen, and our inability to engage in public offerings in many states due to blue sky laws. In addition, until our filings with the SEC are current, we cannot raise capital through certain types of financings. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be required to cease being a public company and/or file for bankruptcy, liquidate our company or reorganize the Company, or a combination of the foregoing.

There can be no assurance that this process will result in any transaction or other strategic change or as to the timing of any such potential agreement or transaction. Scorpius does not intend to disclose further developments unless and until the Board of Directors has approved a specific course of action or determines that further disclosure is appropriate or required.

These factors raise substantial doubt about our ability to continue as a going concern for one year after the financial statements are issued. To meet our capital needs, we are considering multiple alternatives, including, but not limited to, additional equity financings, which include sales of our common stock, debt financings, and other funding transactions. As of June 30, 2025, we had approximately $0.5 million in cash and cash equivalents. As of the date of the filing of this Quarterly Report, we have less than $0.1 million in cash and cash equivalents. Management has determined that there is substantial doubt about our ability to continue as a going concern within one year after the consolidated financial statements are issued.

We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our equity or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. In addition, our ability to raise capital through the sale of securities may be limited by our inability to utilize a registration statement on Form S-3 to raise capital until November 2026 at the earliest, due to the late filing of this Quarterly Report and the late filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which date may be extended if certain other filings of ours are not timely filed, that place limits on the number and dollar amount of securities that we may sell. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed. If we do not raise capital or successfully engage a strategic partner in the near term, we may be required to delay, reduce, or terminate some or all of our operations, sell some of our assets, cease operations, liquidate our assets or reorganize the Company, or a combination of the foregoing.

On February 26, 2025, we announced that we had engaged Alliance Global Partners to explore strategic alternatives. There can be no assurance that this process will result in any transaction or other strategic change or as to the timing of any such potential agreement or transaction. Scorpius does not intend to disclose further developments unless and until the Board of Directors has approved a specific course of action or determines that further disclosure is appropriate or required.

Adequate additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, our operations. These factors raise substantial doubt about our ability to continue as a going concern for one year after the financial statements are issued. To meet our capital needs, we are considering multiple alternatives, including, but not limited to, additional equity financings, which include sales of our common stock under at-the-market offerings, if available, debt financings, equipment sales leasebacks, collaborations and other funding transactions. This is based on our current estimates, and we could use our available capital resources sooner than we currently expect. We will need to generate significant revenues to achieve profitability, and we may never do so. As of March 31, 2025, we had approximately $0.2 million in cash and cash equivalents and short-term investments. As of the date of the filing of this Quarterly Report, we have approximately $0.3 million in cash and cash equivalents and short-term investments. We will need to generate significant revenues to achieve profitability, and we may never do so. Management has determined that there is substantial doubt about our ability to continue as a going concern within one year after the consolidated financial statements are issued.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

29Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting that were reported in our 2024 Annual Report, which have not been remediated. The material weaknesses are further described below.

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required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting that were reported in our 2024 Annual Report, which have not been remediated. The material weaknesses are further described below.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management concluded that the following material weaknesses existed as of ~~March~~June 3130, 2025:

●

As first reported in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), we identified ineffective information technology general controls in the areas of user access and segregation of duties related to certain information technology systems that support our financial reporting process. As a result, certain activity level controls were also deemed to be ineffective that are dependent on information derived from these information technology systems.

●

As first reported in our 2022 Annual Report, we determined that we had made certain errors in the manner in which we recognized the deferred tax asset valuation allowance related to the acquisition of Elusys Therapeutics with the result that net loss had been overstated in our quarterly filings for the periods ending June 30, 2022 through September 30, 2022. As a result, we determined that there were material errors in the financial statements that required a restatement of our Forms 10-Q for the quarterly periods ended June 30, 2022 through September 30, 2022. This was due to the inadequate design and implementation of controls to evaluate and monitor the accounting for income taxes.

●

As first reported in our 2022 Annual Report, we identified a material weakness related to the ineffective design of certain management review controls across a significant portion of our financial statement areas, particularly with regard to the precision of the review and evidence of review procedures performed.

●

As first reported in our Annual Report on Form 10-K for the year ended December 31, 2023, we identified a material weakness related to the ineffective design and implementation of controls around process development revenue recognition, specifically, controls over the review of labor hours incurred and expected to be incurred in satisfaction of our performance obligations, and as first reported in our 2024 Annual Report, standalone selling price.

●

As first reported in our 2024 Annual Report, we identified a material weakness related to ineffective design and implementation of controls over identifying and recording impairments of long-lived assets. This deficiency resulted from a lack of sufficient precision in our review of the impairment of long-lived assets.

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Remediation of Material Weaknesses

In order to remediate these material weaknesses, we will change certain control activities over financial reporting to include, but not limited to, the following: (i) evaluating and implementing enhanced process controls around user access management and segregation of duties, (ii) expanding the documentation over user access and system controls and enhancing the level of evidence maintained in management review controls and (iii) enhancing the design of existing controls and are implementing new controls over the accounting, processing, and recording of income tax and revenue.

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weaknesses are remediated as soon as possible.

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Notwithstanding the material weaknesses described above, management has concluded that the consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended ~~March~~June 3130, 2025, other than the plan discussed above under “Remediation of Material Weaknesses”, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS.

Investing in our securities involves a high degree of risk. You should carefully consider the following risks, together with all the other information in this Quarterly Report, including our condensed consolidated financial statements and notes thereto. If any of the following risks actually materialize, our operating results, financial condition and liquidity could be materially adversely affected. The following information updates should be read in conjunction with the information disclosed in Part 1, Item 1A, “Risk Factors,” contained in our 2024 Annual Report. Except as disclosed below, there have been no material changes from the risk factors and uncertainties disclosed in our 2024 Annual Report.

We ~~have~~no ~~not~~longer ~~generated,~~have ~~and~~any doassets ~~not~~related ~~anticipate~~to ~~generating,~~our ~~significant~~CDMO ~~revenue~~operations inand ~~the~~are ~~near~~a ~~future~~“Shell Company”.

ToOn ~~date~~September 9, 2025, we ~~have~~received ~~not~~a ~~generated~~notice ~~significant~~of ~~revenue~~default ~~from our business~~ and aacceleration ~~significant~~letter ~~portion~~(“Notice of ~~our~~Default”) ~~revenue~~from ~~has~~the ~~been~~holders ~~revenue~~of ~~from~~the ~~lines~~December of2024 ~~business~~Secured inConvertible ~~which~~Notes wefor, ~~are~~among noother ~~longer~~things, ~~engaged.~~our ~~For~~failure ~~the~~to ~~three~~maintain ~~months~~an ~~ended~~effective ~~March~~and ~~31,~~available ~~2025,~~applicable weregistration ~~had~~statement ain ~~net~~accordance ~~loss~~with ofthe ~~$11.3~~terms ~~million.~~of ~~For~~ the ~~years~~December ~~ended~~2024 ~~December~~Purchase 31Agreement, ~~2024~~the ~~and~~failure ~~2023,~~of weour ~~had~~common ~~net~~stock ~~losses~~to ofremain ~~approximately~~listed ~~$34.3~~on ~~and~~an ~~$46.8~~eligible ~~million,~~market ~~respectively.~~for Wea doperiod ~~not~~of ~~anticipate~~more ~~generating~~than ~~any~~ten ~~significant~~(10) ~~revenue~~consecutive ~~from~~trading ~~the~~days ~~provision~~and ofthe ~~CDMO~~failure ~~services~~to ~~for~~make ~~several~~payments ~~years~~when and as wedue. ~~are~~With athe ~~new~~Notice ~~entrant~~of ~~into~~Default, ~~that~~all ~~line~~amounts ofowed ~~business.~~under ~~Even~~the ifDecember we2024 ~~generate~~Secured ~~revenue~~Convertible ~~from~~Notes in the ~~provision~~aggregate amount of ~~services~~$19,376,084 ~~there~~were ~~can~~due beand nopayable. ~~assurance~~The ~~that~~default weon ~~will~~the beDecember ~~profitable.~~2024 ~~Establishing~~Secured ~~the~~Convertible ~~manufacturing~~Notes ~~facility~~also ~~required~~triggered usa todefault ~~incur~~on ~~significant~~the ~~expenses~~2025 ~~before~~Non-Convertible ~~any~~Promissory ~~revenue~~Notes ~~was~~with ~~realized~~an ~~from~~aggregate ~~the~~amount ~~facility.~~due Weof ~~have~~$10,789,561. The ~~insufficient~~outstanding ~~results~~amount ~~for~~of ~~investors~~the toDecember ~~use~~2024 toSecured ~~identify~~Convertible ~~historical~~Notes ~~trends.~~is ~~Investors~~$14,460,205 ~~should~~at ~~consider~~January ~~our~~12, ~~prospects~~2026, inincluding ~~light~~principal, ofaccrued ~~the~~interest, ~~risk~~redemption premiums, ~~expenses~~late fees, and ~~difficulties~~the weMake-Whole ~~will~~Amount. The ~~encounter~~outstanding asamount anof ~~early~~the 2025 Non-~~stage~~Convertible ~~company.~~Promissory ~~Our~~Notes ~~revenue~~is ~~and~~$485,888 ~~income~~at ~~potential~~January is12, ~~unproven~~2026, ~~and~~including ~~our~~principal, ~~business~~accrued ~~model~~interest, isand ~~continually~~redemption ~~evolving~~premiums. WeThe ~~are~~Notice ~~subject~~of toDefault ~~the~~or ~~risks~~any ~~inherent~~actions toresulting ~~the~~in ~~operation~~our ofassets abeing ~~new~~foreclosed ~~business~~upon ~~enterprise~~has ~~and~~had ~~cannot~~a ~~assure~~serious ~~you~~disruptive ~~that~~effect weon ~~will~~our bebusiness ~~able~~operations. toSince ~~successfully~~the ~~address~~Collateral ~~these~~Agent ~~risks.~~has sold in a

If we do not generate sufficient revenue from operations, we will need to raise additional capital to support our long-term business plans and our failure to obtain funding when needed may force us to delay, reduce, or eliminate our development programs or commercialization efforts. 33

During the three months ended March 31, 2025, our operating activities used net cash of approximately $3.4 million and as of March 31, 2025, our cash and cash equivalents and short-term investments were approximately $0.2 million. During the year ended December 31, 2024, our operating activities used net cash of approximately $26.0 million and as of December 31, 2024, our cash and cash equivalents and short-term investments were approximately $1.2 million. During the year ended December 31, 2023, our operating activities used net cash of approximately $31.5 million and as of December 31, 2023 our cash and cash equivalents and short-term investments were approximately $2.4 million. We have

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~~experienced~~public ~~significant~~auction all ~~losses~~of ~~since~~our ~~inception~~assets ~~and~~related ~~have~~to aour ~~significant~~CDMO ~~accumulated~~operations, ~~deficit.~~we Asdo ofnot ~~March~~have ~~31,~~any ~~2025,~~assets ~~December~~that ~~31,~~can ~~2024,~~generate revenue and ~~December~~therefore ~~31,~~we ~~2023,~~do ~~our~~not ~~accumulated~~anticipate ~~deficit~~generating ~~was~~any ~~$297.9~~revenue ~~million,~~from ~~$287~~operations in the near term.2 ~~million,~~We do not expect to generate revenue unless and ~~$254.4~~until ~~million,~~another ~~respectively~~business is merged into our company or acquired. However, onwe can provide no assurance that we will be able to find a ~~consolidated~~merger ~~basis~~candidate or funding to acquire other assets. If Weare ~~expect~~unable to ~~incur~~find ~~additional~~financing ~~operating~~or ~~losses~~undertake ina ~~the~~strategic ~~future~~alternative ~~and~~we ~~therefore~~may ~~expect~~need to file for bankruptcy, liquidate our ~~cumulative~~company ~~losses~~or toreorganize ~~increase.~~the WeCompany, door ~~not~~a ~~expect~~combination toof ~~derive~~the ~~significant~~foregoing. ~~revenue~~In ~~from~~addition, our ~~CDMO~~status ~~services~~as ~~until~~a we“Shell ~~expand~~Company” will negatively impact our ~~customer~~ability ~~base.~~to attract investors as removal of restricted stock legends is limited for any prior or current “Shell Companies.”

~~Our current cash is anticipated to be sufficient to fund operations through August 2025.~~ We ~~expect~~have ~~that~~not wegenerated, ~~will~~and ~~need~~do ~~additional future financing which may~~ not beanticipate ~~available~~generating, onrevenue ~~acceptable~~in ~~terms,~~the ifnear ~~at all~~future.

To date, we have not generated significant revenue from our business and a significant portion of our revenue since inception has been revenue from lines of business in which we are no longer engaged. For the six months ended June 30, 2025, we had a net loss of $15.6 million. For the years ended December 31, 2024 and 2023, we had net losses of approximately $34.3 and $46.8 million, respectively. We do not anticipate generating any revenue for at least the remainder of 2025 or longer due to the termination of our lease and sale of our CDMO related assets. Investors should consider our prospects in light of the risk, expenses and difficulties we will encounter as an early-stage company. Our revenue and income potential is unproven and our business model is continually evolving.

We will need to raise additional capital to support our long-term business plans and our failure to obtain funding may force us to file for bankruptcy and liquidate the Company.

During the six months ended June 30, 2025, our operating activities used net cash of approximately $6.8 million and as of June 30, 2025, our cash and cash equivalents were approximately $0.5 million. During the year ended December 31, 2024, our operating activities used net cash of approximately $26.0 million and as of December 31, 2024, our cash and cash equivalents and short-term investments were approximately $1.2 million. During the year ended December 31, 2023, our operating activities used net cash of approximately $31.5 million and as of December 31, 2023 our cash and cash equivalents and short-term investments were approximately $2.4 million. We have experienced significant losses since inception and have a significant accumulated deficit. As of June 30, 2025, December 31, 2024, and December 31, 2023, our accumulated deficit was $302.0 million, $287.2 million, and $254.4 million, respectively, on a consolidated basis. We do not have sufficient cash to support our expenses beyond year end and recently have been dependent upon loans from our senior lender to support our expenses. The senior lender who has been financing certain of our payment obligations has no obligation to continue funding our company and may cease to do so at any time.

Our current cash is anticipated to be sufficient to fund expenses through January 2026. We will need additional future financing which may not be available on acceptable terms, if at all.

~~Unless~~We wedo ~~generate~~not ~~significant~~currently ~~revenue~~have ~~from~~the ~~operations~~ability into ~~the~~generate ~~next~~any ~~few~~revenue ~~weeks,~~from operations and we will need to raise additional capital to ~~fund~~pay for our ~~operations~~expenses of being a public company and we cannot be certain that funding will be available to us on acceptable terms on a timely basis, or at all. ~~Unless~~Our ~~our revenue increases from past historical revenue, our~~ current cash and cash equivalents, including proceeds from our recent completed public offerings and debt issuances, is anticipated to be sufficient to fund operations through ~~August~~January ~~2025~~2026. To meet our financing needs, we are considering multiple alternatives, including, but not limited to, additional equity financings, which we expect will include sales of common stock, debt financings, ~~equipment sale leasebacks,~~ and/or funding from partnerships or collaborations. ~~Our~~In addition, our ability to raise capital through the sale of securities ~~may~~is be limited by our inability to utilize a registration statement on Form S-3 to raise capital until ~~August~~our ~~2026~~common ~~due~~stock tois ~~the~~once ~~late~~again ~~filing~~listed ofon ~~this~~a ~~Quarterly~~national ~~Report~~securities ~~and~~exchange ~~the~~or ~~late~~our ~~filing~~non-affiliate ofpublic ~~our~~float ~~Quarterly~~exceeds ~~Report~~$75 onmillion, ~~Form~~which ~~10-Q~~may ~~for~~not ~~the~~happen, ~~quarter~~and ~~ended~~our ~~June~~inability ~~30,~~to ~~2025,~~engage ~~which~~in ~~date~~public ~~may~~offerings bein ~~extended~~many ifstates ~~certain~~due ~~other~~to blue sky laws. In addition, until our filings ofwith ~~ours~~the SEC are ~~not~~current, ~~timely~~we ~~filed,~~cannot ~~and~~raise ~~various~~capital ~~rules~~through certain types of ~~the~~financings. ~~SEC~~In ~~that~~addition, ~~place~~our ~~limits~~status onas ~~the~~a ~~number~~“Shell ~~and~~Company” ~~dollar~~will ~~amount~~negatively impact our ability to attract investors as removal of ~~securities~~restricted ~~that~~stock welegends ~~may~~is ~~sell.~~limited for any prior or current “Shell Companies.” In addition, our current outstanding debt holders have a right to require us to use 25% of any proceeds received from each future financing to repay their loans. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants (such as those in our current debt financing) that may impact our ability to conduct our business. Since our common stock has been delisted from trading on the NYSE American, we are limited in the types of financings we can effect. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we have to restructure the Company including a work force reduction, or initiate steps to cease operations or liquidate our assets.

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additional capital in sufficient amounts or on terms acceptable to us, we have to restructure the Company or initiate steps to cease being a public company and/or file for bankruptcy and liquidate the company.

Our financial statements have been prepared assuming that we will continue as a going concern.

As of and for the ~~three~~six months ended ~~March~~June 3130, 2025, we have an accumulated deficit of $~~297~~302.90 million and a net loss of approximately $1115.36 million. We have an accumulated deficit of $287.2 million as of December 31, 2024 and a net loss of approximately $34.3 million for the year ended December 31, 2024. We have not generated significant revenue or positive cash flows from operations and expect to incur significant expenses and continued losses ~~from operations~~ for the foreseeable future. Our audited financial statements for the fiscal year ended December 31, 2024 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date and we ~~expect~~do ~~our~~not ~~expenses~~have toany ~~increase~~source inof ~~connection with our ongoing activities~~revenue. These factors raise substantial doubt about our ability to continue as a going concern for one year after the financial statements are issued. Our auditor also included an explanatory paragraph in its report on our financial statements as of and for the year ended December 31, 2024 with respect to this uncertainty. There can be no assurance that funding will be available on acceptable terms on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or tests or grant licenses on terms that are not favorable to us. As such, we cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements included in this Quarterly Report are filed with the SEC and there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern.

We have incurred net losses every year since our inception and expect to continue to generate ~~operating~~ losses and it is uncertain whether we will achieve profitability.

For the ~~three~~six months ended ~~March~~June 3130, 2025, we incurred a net loss of $1115.36 million. For the years ended December 31, 2024 and 2023, we incurred a net loss of $34.3 million and $46.8 million, respectively. We have an accumulated deficit of $302.0 million through June 30, 2025. We expect to continue to incur losses until such time, if ever, as we are able to achieve sufficient levels of revenue from operations. As stated above, we do not anticipate generating any revenue at aleast through the remainder of 2025 and then only if we engage in a strategic alternative.

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of $297.9 million through March 31, 2025. We expect to continue to incur operating losses until such time, if ever, as we are able to achieve sufficient levels of revenue from operations. As stated above, we do not anticipate generating significant revenue from our CDMO services until such time as the facility is fully operational and operating at full capacity. Our ability to achieve profitability will depend on us successfully scaling up as a CDMO, market acceptance of our services, and our capacity to develop, introduce and sell our services to our targeted markets. Furthermore, there can be no assurance that we generate sufficient revenue from CDMO services to support the expenses anticipated to be incurred by the facility. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted at this point.

Even if we succeed in generating revenue as a CDMO, we expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating expenses and anticipate that our expenses will increase substantially in the foreseeable future as we implement additional internal systems and infrastructure and hire additional personnel.

We also expect to experience negative cash flows for the foreseeable future as we fund our operating losses. As a result, we will need to generate significant revenues or raise additional financing in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability would likely negatively impact the value of our securities and financing activities. If we do not raise capital or successfully engage a strategic partner in the near term, we may be required to delay, reduce, or terminate some or all of our operations, sell some of our assets, cease operations, liquidate our assets or reorganize the Company, or a combination of the foregoing.

We identified material weaknesses in our internal control over financial reporting and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting.

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that our disclosure controls and procedures and internal control over financial reporting are effective. The material weaknesses identified to date include (i) ineffective information technology general controls in the areas of user access and segregation of duties; (ii) ineffective design of management review controls over the computation of disclosure of income taxes; (iii) the ineffective design of certain management review controls across financial statement areas with respect to the precision and evidence of review procedures performed; (iv) the ineffective design and implementation of controls around revenue recognition specific to our review of labor hours incurred, labor hours expected to be incurred, and standalone selling price; and (v) the ineffective design and implementation of controls over identifying and recording impairments of long-lived assets with respect to the precision of our review. As a result of the material weaknesses, we believe that our internal control over financial reporting was not effective and our disclosure controls and procedures were not effective for the year ended December 31, 2024 and the quarter ended March 31, 2025. In preparing our audited financial statements for the year ended December 31, 2024 and unaudited financial statements for the quarter ended March 31, 2025, we determined that the material weaknesses still exist in our internal controls over financial reporting and our disclosure controls were ineffective. Management is committed to the remediation of the material weaknesses. Management is actively engaged in the implementation of remediation efforts.

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~~avoid~~lived ~~material~~assets ~~weaknesses~~with inrespect to the ~~future.~~precision ~~Our current controls and any new controls that we develop may become inadequate because~~ of ~~changes in conditions in~~ our ~~business,~~review. ~~including~~As ~~increased~~a ~~complexity~~result ~~resulting~~of ~~from~~the ~~our~~material ~~international expansion. Further~~weaknesses, ~~weaknesses~~we inbelieve ~~our~~that ~~disclosure controls or~~ our internal control over financial reporting ~~may~~was benot ~~discovered~~effective inand ~~the~~our ~~future.~~disclosure ~~Any~~controls ~~failure~~and toprocedures ~~develop~~were ornot ~~maintain~~ effective ~~controls,~~for orthe ~~any~~year ~~difficulties~~ended ~~encountered~~December ~~in their implementation or improvement~~31, ~~could~~2024 ~~harm~~and ~~our~~the ~~operating~~three ~~results~~and orsix ~~cause~~months usended toJune ~~fail~~30, to2025. ~~meet~~In ~~our~~preparing ~~reporting obligations and may result in a restatement of~~ our audited financial statements for ~~prior~~the ~~periods.~~year ~~Any~~ended ~~failure~~December to31, ~~implement~~2024 and ~~maintain~~unaudited ~~effective internal control over~~ financial ~~reporting~~statements ~~could~~for ~~also adversely affect~~ the ~~results~~three ~~of management reports~~ and ~~independent~~six ~~registered~~months ~~public~~ended ~~accounting~~June ~~firm~~30, ~~audits~~2025, ofwe ~~our~~determined ~~internal control over financial reporting~~ that wethe ~~will~~material ~~eventually~~weaknesses bestill ~~required~~exist ~~to include~~ in our ~~periodic~~internal ~~reports that will be filed with the SEC. Ineffective disclosure~~ controls ~~and procedures, and internal control~~ over financial reporting ~~could~~and ~~also~~our ~~cause~~disclosure ~~investors~~controls towere ~~lose~~ineffective. ~~confidence~~Management inis ~~our~~committed ~~reported~~to ~~financial~~the ~~and~~remediation ~~other~~of ~~information,~~the ~~which~~material ~~would~~weaknesses. ~~likely~~Management ~~have~~is aactively ~~negative~~engaged ~~effect~~in on the ~~market~~implementation ~~price~~ of ~~our~~remediation ~~common stock~~efforts.

We will be required to expend time and resources to further improve our internal controls over financial reporting. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

If we are not able to comply with the requirements of the Sarbanes-Oxley Act or if we are unable to maintain effective internal control over financial reporting, we may not be able to produce timely and accurate financial statements or guarantee that information required to be disclosed by us in the reports that we file with the SEC, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. Any failure of our internal control over financial reporting or disclosure controls and procedures could cause our investors to lose confidence in our publicly reported information, cause the market price of our stock to decline, expose us to sanctions or investigations by the SEC or other regulatory authorities, or impact our results of operations.

Certain of our convertible and non-convertible notes have covenants and other provisions that restrict or prohibit certain activities.

The ~~9% senior secured convertible notes that we issued on~~ December 6, 2024 ~~(the “December 2024~~ Secured Convertible Notes”) ~~in the aggregate principal amount of $13,388,889~~ and the 2025 Non-Convertible Promissory Notes, ~~Related Party~~ contain, and any future indebtedness agreements may contain, certain covenants that restrict our ability to finance future operations or capital needs, restrict certain of our expenditures or restrict us from engaging in other business activities. The December 2024 Secured Convertible Notes prohibit us and our subsidiaries from incurring any new indebtedness and they also provide that while the December 2024 Secured Convertible Notes remain outstanding, we are required to maintain a net monthly cash burn of not more than $1,800,000, calculated on an average trailing-three-month basis, decreasing by increments of $500,000 every three months. As of the date of this filing, we are not compliance with these restrictive covenants in the December 2024 Secured Convertible Notes and the 2025 Non-Convertible Promissory Notes, Related Party, and there is no assurance that we will be able to achieve compliance with such covenants in the future. Although no default has been declared by the holders of the December 2024 Secured Convertible Notes and 2025 Non-Convertible Promissory Notes, Related Party, any failure to comply with these restrictive covenants could result in a declaration of default, which would likely have a material adverse effect on our business operations.

~~Certain~~On September 9, 2025, we received a notice of ~~our~~default ~~convertible~~and ~~notes~~acceleration ~~are~~letter ~~secured~~(“Notice byof Default”) from the holders of the December 2024 Secured Convertible Notes for, among other things, our ~~assets~~failure to maintain an effective and available applicable registration statement in accordance with the ~~assets~~terms of ~~our~~the ~~subsidiaries~~December 2024 Purchase Agreement, ~~and~~the failure of our common stock to remain listed on an eligible market for a ~~default~~period ~~thereunder~~of ~~could~~more ~~result~~than ten (10) consecutive trading days and the failure to make payments when and as due. With the Notice of Default, all amounts owed under the December 2024 Secured Convertible Notes in usthe ~~losing~~aggregate amount of $19,376,084 were due and payable. The outstanding amount of the ~~pledged~~December ~~assets~~2024 Secured Convertible Notes is $14,460,205 at January 12, 2026, including principal, accrued interest, redemption premiums, late fees, and the Make-Whole Amount. The Notice of Default may have a material adverse effect on our business operations.

~~The~~On ~~December~~October ~~2024~~6, ~~Secured~~2025, ~~Convertible~~we ~~Notes~~entered ~~bear~~into ~~interest at~~ a ~~rate~~twelve-month ofcredit 9%facility ~~per~~with ~~annum payable in cash on~~ the ~~first~~holder ~~business day~~ of ~~each~~the ~~fiscal quarter beginning January 2,~~ 2025 ~~and~~Non-Convertible ~~mature~~Promissory ~~on December 6~~Notes, ~~2027,~~Related ~~unless~~Party ~~prior~~to ~~thereto~~borrow ~~there~~up isto an$5.0 ~~event~~million ofon ~~default,~~terms ~~including~~comparable to the ~~failure~~existing of2025 ~~Jeffrey~~Non-Convertible ~~Wolf~~Promissory toNotes, ~~remain~~Related ~~as our Chief Executive Officer~~Party. There is no assurance that we will ~~generate sufficient revenue or raise sufficient capital to~~ be able to ~~make~~achieve ~~the~~compliance ~~required~~with interest payments under the December 2024 Secured Convertible Notes. We and each of our domestic subsidiaries granted security interests in all of our assets, including, without limitation, deposit accounts, cash, equipment, contract rights, general intangibles and certain pledged securities, to secure our obligations under the December 2024 Secured Convertible Notes. We and each of our domestic subsidiaries have also guaranteed our obligations under the December 2024 Secured Convertible Notes and as surety for repayment thereof. The holders of the December 2024 Secured Convertible Notes have not demanded payment or declared a default, however, as of August 22, 2025, we have failed to satisfy the first three quarterly payments on January 2, 2025, April 1, 2025, and July 1, 2025. Unless waived, this payment default or any ~~other default on any obligations owed under the December 2024 Secured Convertible Notes, including the affirmative and negative~~ covenants ~~contained therein, could result~~ in ~~our assets being foreclosed upon or require us to redeem~~ the ~~notes~~future. ~~Any action to proceed against our assets would likely have a serious disruptive effect on our business operations.~~

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We may be unable to attract a satisfactory strategic alternative.

On February 26, 2025, we announced that we had engaged Alliance Global Partners to assist in exploring strategic alternatives. There can be no assurance that this process will result in any transaction or other strategic change or as to the timing of any such potential agreement or transaction.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no sales of unregistered securities during the quarter ended ~~March~~June 3130, 2025 that were not previously disclosed in our filings with the SEC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~Not~~On ~~Applicable~~September 9, 2025, we received a notice of default and acceleration letter (“Notice of Default”) from the holders of the December 2024 Secured Convertible Notes for, among other things, our failure to maintain an effective and available applicable registration statement in accordance with the terms of the December 2024 Purchase Agreement, the failure of our common stock to remain listed on an eligible market for a period of more than ten (10) consecutive trading days and the failure to make payments when and as due. With the Notice of Default, all amounts owed under the December 2024 Secured Convertible Notes in the aggregate amount of $19,376,084 were due and payable.

Since the Collateral Agent has sold in a public auction all of our assets related to our CDMO operations, we do not have any assets that can generate revenue and therefore we do not anticipate generating any revenue from operations in the near term. We do not expect to generate revenue unless and until another business is merged into our company or acquired. However, we can provide no assurance that we will be able to find a merger candidate or funding to acquire other assets. If are unable to find financing or undertake a strategic alternative we may need to file for bankruptcy, liquidate our company or reorganize the Company, or a combination of the foregoing. In addition, our status as a “Shell Company” will negatively impact our ability to attract investors as removal of restricted stock legends is limited for any prior or current “Shell Companies.”

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

During the ~~three~~six months ended ~~March~~June 3130, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index. The Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

EXHIBIT INDEX
Exhibit No.		Description
3.1		Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of March 20, 2013 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 with the Securities and Exchange Commission on May 6, 2013 (File No. 333-188365)).
3.2		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of May 29, 2013 filed on May 30, 2013 (incorporated by reference to Exhibit 3.6 to the Registration Statement on Form S-1/A with the Securities and Exchange Commission on May 30, 2013 (File No. 333-188365)).
3.3		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of July 13, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on July 17, 2017 (File No. 001-35994)).
3.4		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of January 18, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2018 (File No. 001-35994)).
3.5		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of March 20, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8 K with the Securities and Exchange Commission on March 23, 2020 (File No. 001-35994)).

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EXHIBIT INDEX
Exhibit No.		Description
3.5		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of March 20, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8 K with the Securities and Exchange Commission on March 23, 2020 (File No. 001-35994)).
3.6		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of December 11, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2020 (File No. 001-35994)).
3.7		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Heat Biologics, Inc. dated as of April 28, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on May 3, 2022 (File No. 001-35994)).
3.8		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation dated as of February 5, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on February 6, 2024 (File No. 001-35994)).
3.9		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation dated as of July 16, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on July 18, 2024 (File No. 001-35994))
3.10		Second Amended and Restated Bylaws, dated May 3, 2022 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022 (File No. 001-35994)).
3.11		Certificate of Amendment of the Company’s Third Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on July 17, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024 (File No. 001-35994)
4.1		Form of Promissory Note, dated April 10, 2025, in the principal amount of $450,000 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~January~~April 3111, 2025 (File No. 001-35994))
4.2		~~Form~~Description of ~~Promissory~~Securities ~~Note~~of Scorpius Holdings, Inc. (incorporated by reference to Exhibit 4.114 to the ~~Current~~Annual Report on Form 810-K filed with the Securities and Exchange Commission on ~~February~~April 1230, 2025 (File No. 001-35994))
4.3		Form of Amendment to Senior Secured Convertible Note, dated May 1, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~February~~May 145, 2025 (File No. 001-35994))
4.4		Form of Amendment to Common Stock Purchase Warrant, dated May 1, 2025, (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~February~~May 145, 2025 (File No. 001-35994))
4.5		~~Form of~~ Promissory Note in the principal amount of $450,000, dated May 15, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~April~~May 1120, 2025 (File No. 001-35994))
4.6		~~Description~~Promissory ofNote ~~Securities~~in the principal amount of ~~Scorpius~~$535,000, ~~Holdings~~dated May 30, ~~Inc.~~2025, (incorporated by reference to Exhibit 4.141 to the ~~Annual~~Current Report on Form 108-K filed with the Securities and Exchange Commission on ~~April~~June 303, 2025 (File No. 001-35994))
4.7		~~Form~~Promissory ofNote ~~Amendment~~in tothe ~~Senior~~principal ~~Secured~~amount ~~Convertible~~of ~~Note~~$130,000, dated June 18, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May~~June 523, 2025 (File No. 001-35994))
4.8		~~Form~~Promissory ofNote ~~Amendment~~in tothe ~~Common~~principal ~~Stock~~amount ~~Purchase~~of ~~Warrant~~$425,000, dated June 30, 2025, (incorporated by reference to Exhibit 4.21 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May~~July 53, 2025 (File No. 001-35994))
4.9		~~Promissory~~Form of Amendment to Senior Secured Convertible Note, dated July 11, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May~~July 2023, 2025 (File No. 001-35994))
4.10		Form of Promissory Note in the principal amount of $485,000, dated July 11, 2025, (incorporated by reference to Exhibit 4.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~June~~July 323, 2025 (File No. 001-35994))
4.11		Promissory Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2025 (File No. 001-35994))
4.12		Promissory Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025 (File No. 001-35994))
4.13		Form of Amendment to Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025 (File No. 001-35994))

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EXHIBIT INDEX
Exhibit No.		Description
4.14		Form of Promissory Note (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025 (File No. 001-35994))
4.11		Form of Promissory Note in the principal amount of $490,000, dated July 25, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025 (File No. 001-35994))
4.15		Form of Promissory Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025 (File No. 001-35994))
4.12		Form of Promissory Note in the principal amount of $500,000, dated August 29, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025 (File No. 001-35994))
10.1		Second Amendment to Asset and Equity Interests Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2025 (File No. 001-35994))
4.13		Form of Promissory Note in the principal amount of $471,000, dated September 12, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2025 (File No. 001-35994))
10.2		Assignment and Assumption of Lease, dated March 7, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2025 (File No. 001-35994))
4.14		Form of Promissory Note in the principal amount of $128,000, dated September 22, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2025 (File No. 001-35994))
10.3		Personal Guaranty (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2025 (File No. 001-35994))
4.15		Promissory Note in the principal amount of $500,083, dated September 30, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2025 (File No. 001-35994))
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 30, 2025 (File No. 001-35994))
4.16		Form of Additional Non-Convertible Secured Promissory Note (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2025 (File No. 001-35994))
31.1*		Certification of Jeffrey Wolf, Principal Executive Officer, pursuant to Rule 13a 14(a) or15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.17		Form of Non-Convertible Secured Promissory Note, dated October 14, 2025, in the principal amount of $471,000 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025 (File No. 001-35994))
31.2*		Certification of William Ostrander, Principal Financial Officer and Principal Accounting Officer, pursuant to Rule 13a 14(a) or15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.18		Form of Non-Convertible Secured Promissory Note in the principal amount of $441,000, dated October 27, 2025, (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025 (File No. 001-35994))
32.1**		Certification of Jeffrey Wolf, Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4.19		Form of Non-Convertible Secured Promissory Note in the principal amount of $101,176, dated November 3, 2025, (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025 (File No. 001-35994))
32.2**		Certification of William Ostrander, Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4.20		Form of Non-Convertible Secured Promissory Note in the principal amount of $345,000, dated November 10, 2025, (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025 (File No. 001-35994))
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
4.21		Form of Non-Convertible Secured Promissory Note in the principal amount of $122,000, dated November 20, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2025 (File No. 001-35994))
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
4.22		Form of Non-Convertible Secured Promissory Note in the principal amount of $33,000, dated November 25, 2025, (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2025 (File No. 001-35994))
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
4.23		Form of Non-Convertible Secured Promissory Note in the principal amount of $630,020, dated November 26, 2025, (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2025 (File No. 001-35994))
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
4.24		Form of Non-Convertible Secured Promissory Note in the principal amount of $134,000, dated December 1, 2025, (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2025 (File No. 001-35994))
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
4.25		Form of Second Amended and Restated Convertible Promissory Note, dated December 2, 2025, in the principal amount of $2,250,000 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2025 (File No. 001-35994))
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
10.1		Personal Guaranty, dated May 16, 2025, by and between Jeffrey Wolf and 3i, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2025 (File No. 001-35994))
104*		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
10.2		Amendment Agreement, dated October 6, 2025, by and between the Company and 3i, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2025 (File No. 001-35994))
10.3		Security Agreement, dated October 6, 2025, by and between the Company, all the domestic subsidiaries of the Company and 3i, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2025 (File No. 001-35994))

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EXHIBIT INDEX
Exhibit No.		Description
10.4		Subsidiary Guarantee, dated October 6, 2025, by and between the Company, the Guarantors and the Secured Parties (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2025 (File No. 001-35994))
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 30, 2025 (File No. 001-35994))
31.1*		Certification of Jeffrey Wolf, Principal Executive Officer, pursuant to Rule 13a 14(a) or15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of William Ostrander, Principal Financial Officer and Principal Accounting Officer, pursuant to Rule 13a 14(a) or15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Jeffrey Wolf, Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of William Ostrander, Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

*	Filed herewith.

These certifications are being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of Scorpius Holdings, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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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 thereunto duly authorized.


	SCORPIUS HOLDINGS, INC.


Date: August 22, 2025	By:	/s/ Jeffrey A. Wolf
Date: January 12, 2026	By:	/s/ Jeffrey A. Wolf
		Jeffrey A. Wolf
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: August 22, 2025	By:	/s/ William Ostrander
Date: January 12, 2026	By:	/s/ William Ostrander
		William Ostrander
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Scorpius Holdings, Inc.