---
schema_version: "secwatch.filing_event.v1"
accession: "0001079973-24-000635"
form_type: "8-K"
ticker: null
cik: "0001476963"
company_name: "Scorpius Holdings, Inc."
filed_at: "2024-05-02T23:59:59+00:00"
generated_at: "2026-06-03T00:18:26.212122+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Scorpius Holdings secures $750K loan from CEO-controlled entity; restructures $2.25M convertible note

## Summary
- New $750,000 1% promissory note due July 1, 2024 from Elusys Holdings (controlled by CEO Jeffrey Wolf).
- Prior $2,250,000 convertible note amended and restated; maturity extended to September 1, 2025.
- Conversion price set at 110% of VWAP ($0.39109), subject to adjustment if public financing within 60 days.
- Transaction is a related-party deal; securities sold under Section 4(a)(2)/506(b) and Section 3(a)(9).

## SEC filing metadata
- accession: 0001079973-24-000635
- form_type: 8-K
- cik: 0001476963
- company_name: Scorpius Holdings, Inc.
- filed_at: 2024-05-02T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/0001079973-24-000635-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/scpx_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001079973-24-000635
- JSON: https://secwatch.observer/filing/0001079973-24-000635.json
- Plain text: https://secwatch.observer/filing/0001079973-24-000635.txt

## Key facts
- Debt Financings
  Scorpius Holdings, Inc. incurred loan of $750,000 with Elusys Holdings Inc. at 1% maturing July 1, 2024.
  - Instrument: loan
  - Principal: $750,000
  - Counterparty: Elusys Holdings Inc.
  - Rate: 1%
  - Maturity: July 1, 2024
  - Event: incurrence
  source text: the Buyer agreed to loan the Company $750,000 and the Company agreed to sell to the Buyer a 1% non-convertible promissory note due July 1, 2024 in the principal amount of $750,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/0001079973-24-000635-index.htm
- Debt Financings
  Scorpius Holdings, Inc. amended convertible notes of $2,250,000 with Elusys Holdings Inc. at 1% maturing September 1, 2025.
  - Instrument: convertible notes
  - Principal: $2,250,000
  - Counterparty: Elusys Holdings Inc.
  - Rate: 1%
  - Maturity: September 1, 2025
  - Event: amendment
  source text: agreed to issue to Buyer an amended and restated 1% convertible promissory note in the principal amount of $2,250,000 (the “Restated Note”) in exchange for that certain prior 1% convertible promissory note, dated January 26, 2024, issued to Buyer in the principal amount of $2,250,000 to amend Section 2(b) thereof relating to certain adjustments in the conversion price and extend its maturity date to September 1, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/0001079973-24-000635-index.htm
- Material Agreements
  Scorpius Holdings, Inc. entered into Note Purchase Agreement with Elusys Holdings Inc. valued at $750,000 (effective 2024-05-01).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Elusys Holdings Inc.
  - Value: $750,000
  - Effective: 2024-05-01
  source text: On May 1, 2024, Scorpius Holdings, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with Elusys Holdings Inc., a Delaware corporation (“Buyer”), which is a company controlled by the Company’s Chairman, Chief Executive Officer and President, Jeffrey Wolf, pursuant to which the Buyer agreed to loan the Company $750,000 and the Company agreed to sell to the Buyer a 1% non-convertible promissory note due July 1, 2024 in the principal amount of $750,000 (the “Note”) for $750,000 in cash
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/0001079973-24-000635-index.htm
- Material Agreements
  Scorpius Holdings, Inc. amended Restated Note with Elusys Holdings Inc. valued at $2,250,000 (effective 2024-05-01).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: Elusys Holdings Inc.
  - Value: $2,250,000
  - Effective: 2024-05-01
  source text: agreed to issue to Buyer an amended and restated 1% convertible promissory note in the principal amount of $2,250,000 (the “Restated Note”) in exchange for that certain prior 1% convertible promissory note, dated January 26, 2024, issued to Buyer in the principal amount of $2,250,000 to amend Section 2(b) thereof relating to certain adjustments in the conversion price and extend its maturity date to September 1, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997324000635/0001079973-24-000635-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.