---
schema_version: "secwatch.filing_event.v1"
accession: "0001553350-25-000173"
form_type: "8-K"
ticker: null
cik: "0001476963"
company_name: "Scorpius Holdings, Inc."
filed_at: "2025-12-02T23:59:59+00:00"
generated_at: "2026-05-16T15:41:13.441438+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Scorpius Holdings issues $797,020 in promissory notes to institutional investor

## Summary
- Three notes: $33k (Nov 25), $630k (Nov 26), $134k (Dec 1); each 5% interest with 15% premium on repayment.
- Maturity ~6 months; holder can force redemption using up to 100% of gross proceeds from any subsequent financing.
- Notes sold under Section 4(a)(2) and Regulation D as unregistered securities.

## SEC filing metadata
- accession: 0001553350-25-000173
- form_type: 8-K
- cik: 0001476963
- company_name: Scorpius Holdings, Inc.
- filed_at: 2025-12-02T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1476963/000155335025000173/0001553350-25-000173-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1476963/000155335025000173/scpx_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001553350-25-000173
- JSON: https://secwatch.observer/filing/0001553350-25-000173.json
- Plain text: https://secwatch.observer/filing/0001553350-25-000173.txt

## Key facts
- Debt Financings
  Scorpius Holdings, Inc. incurred loan of $134,000 with institutional investor at 5.0% per annum maturing June 1, 2026.
  - Instrument: loan
  - Principal: $134,000
  - Counterparty: institutional investor
  - Rate: 5.0% per annum
  - Maturity: June 1, 2026
  - Event: incurrence
  source text: On December 1, 2025, the Company issued a non-convertible promissory note (the “Third Note”) in the principal amount of One Hundred Thirty-four Thousand Dollars ($134,000) to the Holder. The Third Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) June 1, 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/1476963/000155335025000173/0001553350-25-000173-index.htm
- Debt Financings
  Scorpius Holdings, Inc. incurred loan of $630,020 with institutional investor at 5.0% per annum maturing May 25, 2026.
  - Instrument: loan
  - Principal: $630,020
  - Counterparty: institutional investor
  - Rate: 5.0% per annum
  - Maturity: May 25, 2026
  - Event: incurrence
  source text: On November 26, 2025, the Company issued a non-convertible promissory note (the “Second Note”) in the principal amount of Six Hundred Thirty Thousand and Twenty Dollars ($630,020) to the Holder. The Second Note accrues interest at the rate of 5.0% per annum and matures on the earlier of: (i) May 25, 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/1476963/000155335025000173/0001553350-25-000173-index.htm
- Debt Financings
  Scorpius Holdings, Inc. incurred loan of $33,000 with institutional investor at 5.0% per annum maturing May 25, 2026.
  - Instrument: loan
  - Principal: $33,000
  - Counterparty: institutional investor
  - Rate: 5.0% per annum
  - Maturity: May 25, 2026
  - Event: incurrence
  source text: On November 25, 2025, the Company issued a non-convertible promissory note (the “First Note”) in the principal amount of Thirty-three Thousand Dollars ($33,000) 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) May 25, 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/1476963/000155335025000173/0001553350-25-000173-index.htm

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