Scorpius Holdings, Inc.: debt financing — Scorpius Holdings cuts note conversion price to $0.06, triggering massive potential dilution

Scorpius Holdings, Inc.

Conversion price of $12.4M 9% senior secured convertible note reduced from $0.25 to $0.06 per share.
Full principal conversion would yield 206.9M shares; plus 34.2M shares if interest/make-whole converted.
Company must seek stockholder approval to increase authorized shares or effect reverse split for full conversion.
Until approval, only $2.7M of principal can be converted, limiting near-term dilution.
Warrant exercise price also cut to $0.06; warrant shares unchanged at 12.4M shares.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Scorpius Holdings, Inc. amended senior notes of aggregate original principal amount of $12,416,667 with institutional investor at 9%.

Instrument: senior notes
Principal: aggregate original principal amount of $12,416,667
Counterparty: institutional investor
Rate: 9%
Event: amendment

Exact text from the filing

(the “Note Amendment”) with an institutional investor (the “Investor”) to amend the 9% senior secured convertible note (the “Note”) in the aggregate original principal amount of $12,416,667 that the Company issued to the Investor on December 6, 2024, as amended on February 13, 2025. Pursuant to the Note Amendment, the Company reduced the conversion price of the Notes

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Source: SEC EDGAR

accession 0001079973-25-000741

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