Scorpius Holdings, Inc. 8-K

What Happened
Scorpius Holdings, Inc. (SCPX) filed an 8-K reporting that it issued four non-convertible promissory notes to an institutional investor between December 16, 2025 and January 8, 2026, with aggregate principal of $239,539.77. Each note bears interest at 5.0% per annum and matures on the earlier of a stated June/July 2026 maturity date, the consummation of a “Corporate Event,” or upon/after an event of default. Each note also requires a premium payment equal to 15% of the principal amount on maturity, redemption or prepayment.

Key Details

• Total principal issued: $239,539.77 (First: $44,374.85 on 12/16/2025; Second: $78,350.00 on 12/17/2025; Third: $54,514.92 on 12/30/2025; Fourth: $62,300.00 on 1/8/2026).
• Interest rate: 5.0% per annum on all notes.
• Maturities: earlier of (i) individual note dates in June/July 2026, (ii) a Corporate Event, or (iii) upon/after an event of default.
• Repayment premium: 15% of principal added to any principal/interest due on maturity, redemption or prepayment.
• Holder protections: customary events of default (including failure to pay third‑party indebtedness over $150,000) and a right, at the holder’s discretion, to require redemption of outstanding notes using up to 100% of the gross proceeds of any subsequent financing.
• Securities law: notes were sold in reliance on exemptions from registration (Section 4(a)(2) and/or Regulation D).

Why It Matters
This filing documents short‑term debt that increases the company’s near‑term liabilities by about $240K. The 5% interest rate plus a mandatory 15% premium on repayment means the effective cash cost at maturity is materially higher than interest alone. The holder’s right to force redemption from financing proceeds could require Scorpius to use future fundraising to repay these notes. Investors should note these are non‑convertible (no immediate equity impact) but represent binding financial obligations and potential uses of future cash or financing proceeds.