Scorpius Holdings, Inc. 8-K

What Happened
Scorpius Holdings, Inc. (SCPX) announced it issued three non-convertible promissory notes to an institutional investor in February–March 2026, raising a total of $248,443.82. The notes bear interest at 5.0% per annum and each matures on the earlier of a set date in 2026, the consummation of a “Corporate Event,” or upon certain events of default. Each note requires a premium payment equal to 15% of the principal on maturity, redemption or prepayment.

Key Details

• Amounts: $30,426.95 (First Note, dated Feb 12, 2026), $190,907.77 (Second Note, dated Feb 26, 2026), $27,109.10 (Third Note, dated Mar 11, 2026). Total = $248,443.82.
• Interest & premium: 5.0% annual interest; 15% premium payable with any principal/interest on maturity, redemption or prepayment.
• Maturities: First note matures Aug 12, 2026; Second note Aug 26, 2026; Third note Sep 11, 2026 (or earlier upon a Corporate Event or default).
• Default and redemption rights: Notes include customary default provisions (including failure to pay third-party indebtedness over $150,000 and cross-default to other notes). If the company completes a subsequent financing while a note is outstanding, the holder may require redemption using up to 100% of the gross proceeds of that financing.
• Securities law: The notes were issued relying on exemptions from registration under Section 4(a)(2) and/or Regulation D.

Why It Matters
This filing shows Scorpius raised short-term debt of about $248K at modest interest but with a significant 15% premium and investor redemption rights tied to future financings. For investors, that means near-term cash obligations could be higher than the principal alone and future equity or debt financings may be required (and could be used) to repay these notes. The notes also add short-term liabilities and include cross-default triggers that could accelerate repayment if other obligations aren’t met.