--- schema_version: "secwatch.filing_event.v1" accession: "0001079973-25-001789" form_type: "8-K" ticker: null cik: "0001476963" company_name: "Scorpius Holdings, Inc." filed_at: "2025-11-17T23:59:59+00:00" generated_at: "2026-05-16T19:11:55.257277+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Scorpius Holdings issues $1.36M in non-convertible notes at 5% with 15% premium ## Summary - Issued four non-convertible promissory notes totaling ~$1.36M to an institutional investor. - Notes bear 5% annual interest and mature approx. 6 months from issuance. - All payments include a 15% premium on principal amount. - Holder can require redemption using 100% of proceeds from any subsequent financing. - Notes sold under Section 4(a)(2) and Regulation D exemption. ## SEC filing metadata - accession: 0001079973-25-001789 - form_type: 8-K - cik: 0001476963 - company_name: Scorpius Holdings, Inc. - filed_at: 2025-11-17T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/0001079973-25-001789-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/scpx_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001079973-25-001789 - JSON: https://secwatch.observer/filing/0001079973-25-001789.json - Plain text: https://secwatch.observer/filing/0001079973-25-001789.txt ## Key facts - Debt Financings Scorpius Holdings, Inc. incurred loan of $471,000 at 5.0% per annum maturing the earlier of: (i) April 14, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default. - Instrument: loan - Principal: $471,000 - Rate: 5.0% per annum - Maturity: the earlier of: (i) April 14, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default - Event: incurrence source text: On October 14, 2025, the Company issued a non-convertible promissory note (the “First Note”) in the principal amount of Four Hundred Seventy-One Thousand Dollars ($471,000) to an institutional investor (the “Holder”). The First Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) April 14, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the First Note); or (iii) when, upon or after the occurrence of an event of default under the Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/0001079973-25-001789-index.htm - Debt Financings Scorpius Holdings, Inc. incurred loan of $345,000 at 5.0% per annum maturing the earlier of: (i) May 10, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default. - Instrument: loan - Principal: $345,000 - Rate: 5.0% per annum - Maturity: the earlier of: (i) May 10, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default - Event: incurrence source text: On November 10, 2025, the Company issued a non-convertible promissory note (the “Fourth Note”) in the principal amount of Three Hundred Forty-Five Thousand Dollars ($345,000) to the Holder. The Fourth Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 10, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Fourth Note); or (iii) when, upon or after the occurrence of an event of default under the Fourth Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/0001079973-25-001789-index.htm - Debt Financings Scorpius Holdings, Inc. incurred loan of $101,176 at 5.0% per annum maturing the earlier of: (i) May 6, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default. - Instrument: loan - Principal: $101,176 - Rate: 5.0% per annum - Maturity: the earlier of: (i) May 6, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default - Event: incurrence source text: On November 3, 2025, the Company issued a non-convertible promissory note (the “Third Note”) in the principal amount of One Hundred One Thousand One Hundred Seventy-Six Dollars ($101,176) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 6, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Third Note); or (iii) when, upon or after the occurrence of an event of default under the Third Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/0001079973-25-001789-index.htm - Debt Financings Scorpius Holdings, Inc. incurred loan of $441,000 at 5.0% per annum maturing the earlier of: (i) April 27, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default. - Instrument: loan - Principal: $441,000 - Rate: 5.0% per annum - Maturity: the earlier of: (i) April 27, 2026; (ii) the consummation of a Corporate Event; or (iii) when, upon or after the occurrence of an event of default - Event: incurrence source text: On October 27, 2025, the Company issued a non-convertible promissory note (the “Second Note”) in the principal amount of Four Hundred Forty-One Thousand Dollars ($441,000) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) April 27, 2026; (ii) the consummation of a Corporate Event (as such term is defined in the Second Note); or (iii) when, upon or after the occurrence of an event of default under the Second Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1476963/000107997325001789/0001079973-25-001789-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.