Revenue Performance - The company generated minimal revenue of $0.2 million for the three months ended September 30, 2025, a decrease of $0.7 million compared to the same period in 2024, primarily due to the cancellation or suspension of six customer contracts [161]. - Revenue decreased by $4.5 million to $0.7 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the loss of a major customer [168]. Cost Management - Cost of revenues decreased to $0.1 million for the three months ended September 30, 2025, down $0.8 million from the same period in 2024, attributed to lower production levels [162]. - Cost of revenues decreased by $1.9 million to $0.7 million for the nine months ended September 30, 2025, attributed to lower production levels [169]. - Selling, general and administrative expenses were $2.3 million for the three months ended September 30, 2025, down $3.3 million from $5.6 million in the same period in 2024, due to reduced operational activity and cost-cutting measures [165]. - Selling, general and administrative expenses were $9.3 million for the nine months ended September 30, 2025, down from $15.7 million in 2024, reflecting reduced operational activity [171]. - Research and development expenses decreased to $2.5 million for the three months ended September 30, 2025, a reduction of $1.8 million compared to the same period in 2024 [164]. - Research and development expenses decreased by $3.4 million to $8.4 million for the nine months ended September 30, 2025, compared to the same period in 2024 [170]. Financial Position - The outstanding amount of the December 2024 Secured Convertible Notes is $14,460,205, including principal and accrued interest, following the asset sale [145]. - The company issued 6,019,444 shares of common stock during the nine months ended September 30, 2025, upon partial conversions of the December 2024 Secured Convertible Notes at conversion prices of $0.50 and $0.25 [150]. - The company entered into a twelve-month credit facility to borrow up to $5.0 million on terms comparable to existing non-convertible promissory notes [155]. - As of September 30, 2025, the company had approximately $0.6 million in cash and cash equivalents, which decreased to less than $0.1 million by February 17, 2026 [176]. - Net cash provided by financing activities was $9.2 million during the nine months ended September 30, 2025, down from $22.3 million in 2024 [185]. - Cash used in operating activities was approximately $9.7 million for the nine months ended September 30, 2025, compared to $20.7 million in 2024 [182]. Operational Status - The company ceased operations following the foreclosure sale of its assets on November 24, 2025, and does not anticipate generating revenue in the near term [160]. - The company has been classified as a "Shell Company" due to having no or nominal operations and assets following the asset sale [138]. - The company is exploring strategic alternatives to raise capital, as it has ceased operations and has no assets to generate revenue [180]. - There is substantial doubt about the company's ability to continue as a going concern for one year after the financial statements are issued [190]. - The company may need to file for bankruptcy or liquidate if unable to find financing or undertake a strategic alternative [160]. Losses - The company incurred a net loss of $16.8 million for the nine months ended September 30, 2025, with an accumulated deficit of approximately $303.0 million [177].

Financial Performance - Revenue decreased by $0.6 million to $0.2 million for the three months ended June 30, 2025, compared to the same period in 2024, due to the cancellation or suspension of four customer contracts[159] - Revenue decreased by $3.9 million to $0.4 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the loss of a major customer[166] - The company incurred a net loss of $15.6 million for the six months ended June 30, 2025[186] - The accumulated deficit reached approximately $302.0 million through June 30, 2025[175] Operational Status - The company is considered a "Shell Company" with nominal operations and assets, impacting its ability to attract investors[130] - The company has no current operations and does not expect to generate revenue for the remainder of 2025 and potentially longer[158] - The company has ceased operations and does not anticipate generating any revenue for the remainder of 2025[166][177] Financing Activities - The company issued 48,755,000 shares of common stock at a price of $0.04 per share, raising $1,942,650 in a private placement on April 30, 2025[151] - The company has entered into a twelve-month credit facility to borrow up to $5.0 million, with terms comparable to existing non-convertible promissory notes[149] - Net cash provided by financing activities was $6.2 million for the six months ended June 30, 2025, compared to $9.5 million for the same period in 2024[184] Compliance and Regulatory Issues - The company received a notice of default on September 9, 2025, due to failure to maintain an effective registration statement and other compliance issues[135] - The company’s common stock was delisted from the NYSE American and began trading on the OTC Markets Pink Limited exchange on April 22, 2025[154] Strategic Outlook - The company does not anticipate generating revenue unless a strategic transaction, such as a merger or asset acquisition, is consummated[158] - The company is exploring strategic alternatives to avoid bankruptcy or liquidation due to insufficient cash flow and ongoing losses[178][186] Asset Management - The company sold its CDMO biomanufacturing facility assets for $16,253,147 on December 10, 2025, following a public auction on November 24, 2025[129] - The outstanding amount of the December 2024 Secured Convertible Notes was $14,460,205 as of January 12, 2026, including principal, accrued interest, and other fees[138] Expense Management - Cost of revenues decreased by $1.2 million to $0.6 million for the six months ended June 30, 2025, attributed to lower production levels[167] - Research and development expenses decreased by $1.5 million to $6.0 million for the six months ended June 30, 2025, compared to the same period in 2024[168] - Selling, general and administrative expenses decreased by $3.0 million to $7.0 million for the six months ended June 30, 2025, due to cost-cutting measures[169]

Revenue and Financial Performance - Revenue decreased by $3.3 million to $0.2 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to the largest customer migrating to a larger CDMO [137]. - The company incurred a net loss of $11.3 million for the three months ended March 31, 2025, contributing to an accumulated deficit of approximately $297.9 million [145][155]. - The company generated approximately $0.2 million in revenue for the three months ended March 31, 2025, which was insufficient to cover operating expenses [146]. Expenses - Cost of revenues decreased by $0.5 million to $0.4 million for the three months ended March 31, 2025, attributed to lower production levels [138]. - Research and development expense decreased by $0.7 million to $3.2 million for the three months ended March 31, 2025, compared to the same period in 2024 [139]. - Selling, general and administrative expenses were $4.0 million for the three months ended March 31, 2025, down from $5.0 million in 2024, reflecting a decrease of $1.0 million due to cost-cutting measures [140]. Cash Flow and Financing - Cash and cash equivalents and short-term investments were approximately $0.2 million as of March 31, 2025, and increased to approximately $0.3 million by August 22, 2025 [144][147]. - Cash used in operating activities was approximately $3.4 million for the three months ended March 31, 2025, compared to $4.7 million in the same period in 2024 [150][152]. - Net cash provided by financing activities was $2.5 million during the three months ended March 31, 2025, compared to $3.3 million for the same period in 2024, a decrease of $0.8 million [154]. Operational Challenges - The company commenced operations of the leased San Antonio facility in September 2022, but the lease was terminated in March 2025 due to non-payment of rent [112]. - The company recognized a loss of $4,132,767 due to lease termination for its principal manufacturing space in San Antonio [124]. - The company has not satisfied the first three quarterly payments on the December 2024 Secured Convertible Notes, indicating a default situation [129]. - There is substantial doubt about the company's ability to continue as a going concern for one year after the financial statements are issued due to recurring losses and insufficient revenue generation [147][159]. Compliance and Regulatory Issues - On April 16, 2025, the company received a notice from NYSE Regulation for non-compliance with listing standards due to late filing of the Annual Report [115]. - Trading of the company's common stock was suspended on April 21, 2025, and it began trading on the OTC Markets Pink Limited exchange on April 22, 2025 [117]. Future Outlook and Strategic Initiatives - The company intends to meet financing needs through cash on hand, revenue from the CDMO facility, grant funding, equity and debt financings, and partnerships [113]. - The company is exploring strategic alternatives and has engaged Alliance Global Partners for this purpose, although no assurance of a successful transaction is provided [158]. - The company anticipates needing to raise additional capital to sustain operations, with potential sources including equity financings and collaborations [148][159]. - The outstanding principal balance of the 2025 Non-Convertible Promissory Notes, Related Party is $5,790,000 as of August 22, 2025 [132]. - The company issued 6,019,444 shares of common stock upon partial conversions of the December 2024 Secured Convertible Notes during the three months ended March 31, 2025 [128].

[Filing Information](index=1&type=section&id=Filing%20Information) This section details Scorpius Holdings, Inc.'s core identification and its securities registered on the NYSE American LLC [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides Scorpius Holdings, Inc.'s core identification details, including incorporation state and principal executive offices - Registrant Name: **Scorpius Holdings, Inc.**[2](index=2&type=chunk) - State of Incorporation: **Delaware**[2](index=2&type=chunk) - Principal Executive Offices: **1305 E. Houston Street, Building 2, San Antonio, TX 78205**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) The company's common stock and purchase rights are registered on the NYSE American LLC, with common stock trading under SCPX Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------------- | :---------------- | :---------------------------------------- | | Common Stock, $0.0002 par value per share | SCPX | NYSE American LLC | | Common Stock Purchase Rights | | NYSE American LLC | [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Scorpius Holdings, Inc. released fiscal year 2024 financial results on April 30, 2025, with a disclaimer on its 'filed' status - On **April 30, 2025**, Scorpius Holdings, Inc. issued a press release with financial information for fiscal year ended **December 31, 2024**[5](index=5&type=chunk) - The press release is attached as **Exhibit 99.1** to this Current Report on Form 8-K[5](index=5&type=chunk) - Information in Item 2.02 and Exhibit 99.1 is not deemed 'filed' for Section 18 of the Securities Exchange Act or Sections 11 and 12(a)(2) of the Securities Act[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the Form 8-K exhibits, including the fiscal year 2024 financial results press release and interactive data Exhibits Filed | Exhibit Number | Description | | :------------- | :----------------------------------------------------------------------- | | 99.1 | Press Release issued by Scorpius Holdings, Inc. dated April 30, 2025 | | 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | [Signatures](index=3&type=section&id=SIGNATURES) The report was signed on May 1, 2025, by Jeffrey Wolf, Chairman, President, and CEO of Scorpius Holdings, Inc. - The report was signed on **May 1, 2025**[10](index=10&type=chunk) - Signed by **Jeffrey Wolf**, Chairman, President, and Chief Executive Officer of Scorpius Holdings, Inc.[10](index=10&type=chunk)

Company Overview - The company is a contract development and manufacturing organization (CDMO) providing a comprehensive range of biologics manufacturing services, including CGMP clinical and commercial manufacturing, with operations commencing in September 2022 at the San Antonio, TX facility[17]. - In 2023, the company shifted its priorities towards biomanufacturing capabilities, refocusing resources away from research and divesting clinical stage oncology assets, including HS-110 and PTX-35[18]. Stock and Trading Status - The company’s common stock is currently suspended from trading on the NYSE American and is trading on the OTC Markets Pink Limited exchange, with an ongoing review for delisting due to low stock price[19][20]. - A reverse stock split of 1-for-200 was executed on July 17, 2024, affecting the number of shares and corresponding adjustments to convertible securities and equity awards[25]. - The company’s common stock began trading under the new ticker symbol "SCPX" on February 6, 2024, following a name change to Scorpius Holdings, Inc.[71]. - The company’s stock price has shown significant volatility, with a low of $0.295 per share on December 18, 2024, and a high of $89.94 per share on January 5, 2024, closing at $0.33 per share on December 31, 2024[155]. - Future delisting from the NYSE American is expected to negatively affect the company's ability to attract investors and raise capital[143]. Financial Performance - For the year ended December 31, 2024, the company reported net losses of approximately $34.3 million, compared to $46.8 million for the year ended December 31, 2023[81]. - The company had an accumulated deficit of $287.2 million as of December 31, 2024, up from $254.4 million as of December 31, 2023[85]. - The company utilized net cash of approximately $26.0 million from operating activities during the year ended December 31, 2024, compared to $31.5 million for the year ended December 31, 2023[85]. - The company expects to incur significant expenses and continued losses from operations for the foreseeable future, with no assurance of achieving profitability[90]. - The company has identified material weaknesses in its internal control over financial reporting, which raises concerns about the reliability of its financial statements[93]. - The company has experienced market-wide liquidity problems in the past, which could recur due to adverse developments in the financial services industry[151]. Revenue and Customer Dependency - The company has generated revenue from multiple biotechnology, pharmaceutical, and university customers, with deposits classified as deferred revenue to be recognized upon meeting performance obligations[31]. - Revenue from major customers for the year ended December 31, 2024, included Customer A at 37% and Customer B at 16%, while for 2023, Customer A accounted for 70% and Customer C for 12%[65]. - For the year ended December 31, 2024, revenue from two customers accounted for 53% of total revenue of $6.2 million, down from 82% of total revenue of $7.0 million in 2023[108]. - One customer represented 37% of total revenue in 2024, compared to 70% in 2023, indicating a significant dependency on a limited customer base[108]. - The company’s major customers' revenue concentration poses a risk, as the loss of any primary customer could materially affect its financial condition[68]. Operational Strategy and Development - The company plans to expand its CDMO service offerings, including enhanced microbial and mammalian development and manufacturing services, to attract emerging biotechnology and pharmaceutical companies[36]. - The company aims to maximize commercial opportunities for Scorpius Bio, launched in September 2022, by offering biomanufacturing capacity to third parties on a fee-for-service model[36]. - The company is exploring partnerships for licensing and collaborative relationships to enhance its market position in contract development and manufacturing[36]. - The company aims to enhance its in-house biomanufacturing capabilities to reduce reliance on third-party vendors and support its operations in the growing CDMO market[200]. - The company does not expect to generate significant revenue from CDMO services for several years as it is a new entrant in that line of business[83]. Compliance and Regulatory Risks - Compliance with regulatory requirements is critical, with potential significant costs associated with noncompliance impacting financial conditions[61]. - The company maintains environmental and industrial safety compliance programs due to the use of hazardous materials in manufacturing[62]. - Regulatory approval is critical for the company's success; delays or failures in customer product approvals could negatively affect revenue and profitability[116]. - The company faces potential liabilities related to CDMO services, including clinical trial liability claims, which could impact its financial stability[120]. - Compliance with regulatory requirements is essential; noncompliance could lead to significant costs and operational disruptions[121]. Intellectual Property and Competitive Risks - The company has no patents but has pending patent applications and continues to develop proprietary know-how and trade secrets[55]. - The company has limited protection for its intellectual property, which could adversely affect its competitive position and operating results[130]. - There are significant risks associated with potential infringement of third-party intellectual property rights, which could lead to costly litigation and diversion of resources[135]. - The company may face challenges in enforcing its intellectual property rights in foreign jurisdictions, potentially allowing competitors to capture market share[131]. Human Resources and Management - The company has a total of 90 employees as of December 31, 2024, with 51 in CDMO operations and 5 in Sales and Marketing[76]. - The company anticipates needing to attract and retain highly skilled personnel to pursue its CDMO strategy, which is competitive[78]. - The company is dependent on key executive officers and scientific advisors, and the loss of their expertise could delay product development and adversely affect operating results[158]. - The company may struggle to hire additional qualified personnel due to intense competition in the biopharmaceutical sector, which is critical for its growth[159]. Financing and Capital Structure - The company anticipates needing additional financing to fund operations through April 2025, with potential dilution of stockholders if equity securities are issued[86]. - The company is currently evaluating various financing options for its operations, including cash on hand and potential equity financings, but lacks any funding commitments as of the report date[202]. - The company closed the March 2024 Offering, issuing 50,000 shares at $30.00 per share, resulting in net proceeds of $1.2 million[205]. - The May 2024 Offering raised approximately $6.0 million by selling 149,100 units and 150,900 pre-funded units at $20.00 each, with warrants exercisable at $24.00 per share[206]. - The August 2024 Offering generated approximately $14.4 million in gross proceeds from the sale of 2,428,000 shares and 11,947,000 pre-funded warrants, with offering expenses of $1.3 million[208]. - The company issued a non-convertible promissory note for $225,000 at a 5% interest rate, maturing on December 15, 2024, or upon a corporate event[209]. - The December 2024 Offering included secured convertible notes totaling $13,388,889, with net proceeds of approximately $3.0 million after repurchasing August 2024 pre-funded warrants[211]. - The December 2024 Secured Convertible Notes bear a 9% annual interest rate, maturing on December 6, 2027, and are convertible at an initial price of $0.50, adjusted to $0.25 in February 2025[213][214]. Market and Economic Conditions - Changes in global economic conditions, including geopolitical tensions and trade policies, may adversely impact the company's business and financial results[146]. - The company is facing increased operating costs due to rising inflation, particularly in the United States and United Kingdom, which could impact demand and pricing for its products[150]. - Fluctuations in foreign currency exchange rates may adversely affect financial results, especially with international sales[128]. Cybersecurity and IT Risks - The company relies heavily on information technology systems, making it vulnerable to cyber-attacks and data breaches that could impact operations and reputation[145]. - Scorpius Holdings, Inc. has implemented a comprehensive cyber risk management program to address cybersecurity threats, partnering with third-party providers for services such as vulnerability scanning and incident response[173]. Real Estate and Facilities - The company has entered into a lease for 15,996 square feet of office and laboratory space in Morrisville, North Carolina, with a starting monthly rent of $43,655, increasing by 3% annually[177]. - Scorpius Holdings has moved its principal offices to San Antonio, Texas, and has multiple leases for facilities, including a mammalian facility with a starting monthly rent of $50,360, increasing by 3% annually, expiring in September 2037[181]. - Scorpius Holdings has recorded a right-of-use asset and corresponding lease liability for its facilities, indicating significant financial commitments related to its operational infrastructure[181]. Shareholder Engagement and Dividends - As of April 30, 2025, there were approximately 12 stockholders of record for the company's common stock, reflecting limited shareholder engagement[190]. - The company has never paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future, with dividend decisions at the discretion of the Board of Directors[191].

As filed with the Securities and Exchange Commission on July 31, 2024. Registration Number 333-280887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 26-2844103 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N ...

FORM S-1 As filed with the Securities and Exchange Commission on July 18, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 26-2844103 (I.R.S. Employer Identification No.) 627 Davis Drive, S ...

Financial Results - Scorpius Holdings, Inc. reported financial results for the quarter ended March 31, 2024, with a press release issued on May 29, 2024[4]. - The company has not disclosed specific financial metrics or performance indicators in the provided documents[5]. - The company has not provided future guidance or performance outlook in the current report[5]. Stockholder Information - The 2024 Annual Meeting of Stockholders is scheduled for August 2, 2024, with a record date of June 13, 2024[7]. - Stockholder proposals for the 2024 Annual Meeting must be received by June 8, 2024, to be considered for inclusion in the proxy materials[8]. - Timely notice for director nominations or other proposals must also be delivered by June 8, 2024[9]. Company Operations - The company is listed on NYSE American LLC under the trading symbol SCPX[2]. - There is no indication of new product launches or technological advancements in the current report[5]. - No market expansion or acquisition strategies were mentioned in the available information[5]. - The press release attached as Exhibit 99.1 contains further financial details not specified in the current report[4].

Revenue and Expenses - For the three months ended March 31, 2024, the company recognized $3.5 million in process development revenue, a significant increase from $0.7 million in the same period of 2023, attributed to expanded biomanufacturing operations [155]. - Cost of revenues for the three months ended March 31, 2024, was $0.9 million, up from $0.6 million in 2023, primarily due to increased service offerings and milestone work on multiple contracts [156]. - Research and development expenses decreased to $3.9 million for the three months ended March 31, 2024, down from $6.3 million in 2023, with a notable reduction in unallocated expenses [157]. - Selling, general and administrative expenses were $5.0 million for the three months ended March 31, 2024, compared to $6.5 million in 2023, reflecting a decrease in marketing and consultant costs [159]. Net Loss and Deficit - The company reported a net loss of $4.7 million for the three months ended March 31, 2024, compared to a net loss of $12.9 million for the same period in 2023 [163]. - The company has an accumulated deficit of approximately $258.8 million as of March 31, 2024, up from $254.4 million at the end of 2023 [163]. - The company has an accumulated deficit of $258.8 million through March 31, 2024, and has incurred negative cash flows from operations since its inception [172]. Cash Flow and Financing - As of March 31, 2024, the company had approximately $1.7 million in cash and cash equivalents, not including the net proceeds of $5.3 million raised in a recent public offering [162]. - The company reported a net cash used in operating activities of $4.7 million for the three months ended March 31, 2024, a decrease of $9.1 million compared to $13.8 million in the same period of 2023 [168]. - Net cash provided by investing activities was $2.8 million during the three months ended March 31, 2024, down from $13.5 million in the same period of 2023, primarily due to decreased sales of short-term investments [169]. - The company generated $3.3 million in net cash from financing activities during the three months ended March 31, 2024, compared to a net cash used of $0.3 million in the same period of 2023 [170]. - The company had approximately $5.6 million in cash and cash equivalents and short-term investments as of May 17, 2024 [167]. - The company is considering multiple alternatives for financing, including additional equity financings and collaborations, to meet its capital needs [167]. - The company may need to delay, reduce, or terminate operations if it cannot raise additional funds or engage a strategic partner [167]. Future Outlook and Concerns - The company anticipates significant commercialization expenses related to its CDMO business and will require substantial additional funding for its manufacturing facility operations [164]. - The company expects to incur significant commercialization expenses related to its Scorpius manufacturing facility operations [172]. - There is substantial doubt about the company's ability to continue as a going concern within one year after the financial statements are available to be issued [167]. - The company is no longer eligible to sell securities under its Registration Statement on Form S-3 until June 2025 due to late filings [166]. - The company has initiated a restructuring plan to reduce operating costs and refocus on its CDMO services, which includes marketing non-core assets [162]. Public Offering - On May 16, 2024, the company completed a public offering resulting in gross proceeds of approximately $6.0 million [141].

As filed with the Securities and Exchange Commission on May 13, 2024. Registration Number 333-279092 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORPIUS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 2834 26-2844103 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...