[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q%20Filing%20Information) This is a Quarterly Report on Form 10-Q for the period ended **March 31, 2025** - Scorpius Holdings, Inc. is a Delaware-incorporated company[2](index=2&type=chunk) Registrant Status | Status | Mark | | :---------------------- | :--- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☐ | - As of **August 22, 2025**, there were **61,142,712 shares** of Common Stock, $0.0002 par value per share, outstanding[4](index=4&type=chunk) [Table of Contents](index=2&type=section&id=TABLE%20OF%20CONTENTS) [Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements regarding strategy, future operations, financial position, revenues, costs, prospects, plans, and objectives, identifiable by specific terminology - Actual results may differ materially due to factors such as the ability to raise capital, develop commercial products, reliance on third parties, competitive developments, and regulatory actions, as detailed in the 'Risk Factors' section[11](index=11&type=chunk) - The Company undertakes no obligation to revise or update any forward-looking statements, except as required by law[12](index=12&type=chunk) [Note Regarding Company References](index=3&type=section&id=NOTE%20REGARDING%20COMPANY%20REFERENCES) This report uses "Scorpius," "the Company," "we," "us," and "our" to refer to Scorpius Holdings, Inc - Throughout this Quarterly Report on Form 10-Q, 'Scorpius', 'the Company,' 'we', 'us', and 'our' refer to Scorpius Holdings, Inc[14](index=14&type=chunk) [PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Scorpius Holdings, Inc., including the Balance Sheets, Statements of Operations and Comprehensive Loss, Statements of Stockholders' (Deficit) Equity, and Statements of Cash Flows, along with detailed notes explaining the basis of presentation, significant accounting policies, fair value measurements, debt, equity, revenue, and other financial details for the periods ended **March 31, 2025**, and **December 31, 2024** (or **March 31, 2024** for income/cash flow statements) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) Key Balance Sheet Data (March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :----------------------------------- | :-------------------------- | :------------------ | | Total Current Assets | $2,040,078 | $3,260,955 | | Total Assets | $23,585,574 | $39,177,719 | | Total Current Liabilities | $23,140,065 | $24,289,095 | | Total Liabilities | $30,148,342 | $37,500,241 | | Total Stockholders' (Deficit) Equity | $(6,562,768) | $1,677,478 | - Total Assets decreased significantly from **$39.18 million** at **December 31, 2024**, to **$23.59 million** at **March 31, 2025**[18](index=18&type=chunk) - Total Stockholders' (Deficit) Equity shifted from a positive **$1.68 million** to a deficit of **($6.56 million)**[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024) Key Operations Data (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------------------------- | :------------- | :------------- | | Revenue | $212,264 | $3,513,948 | | Total operating expenses | $14,000,824 | $8,835,788 | | Operating loss | $(13,788,560) | $(5,321,840) | | Net loss before income taxes | $(11,288,126) | $(4,657,688) | | Net loss attributable to Scorpius Holdings, Inc. | $(10,714,555) | $(4,417,549) | | Net loss per common share, basic and diluted | $(1.16) | $(31.38) | - Revenue decreased significantly by **94%** from **$3.51 million** in **Q1 2024** to **$0.21 million** in **Q1 2025**[19](index=19&type=chunk) - Operating loss more than doubled, increasing from **($5.32 million)** in **Q1 2024** to **($13.79 million)** in **Q1 2025**, primarily due to a **$5.70 million** loss on lease assignment and termination and a **$0.70 million** loss on disposal of long-lived assets in **2025**[19](index=19&type=chunk) - Net loss attributable to Scorpius Holdings, Inc. increased by **142%** from **($4.42 million)** in **Q1 2024** to **($10.71 million)** in **Q1 2025**[19](index=19&type=chunk) [Condensed Consolidated Statements of Stockholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20(Deficit)%20Equity%20(Unaudited)%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024) Stockholders' (Deficit) Equity Summary (March 31, 2025 vs. December 31, 2024) | Metric | Balance at Dec 31, 2024 ($) | Balance at Mar 31, 2025 ($) | | :-------------------------------- | :---------------------- | :---------------------- | | Common Stock | $1,017 | $2,478 | | Additional Paid-In Capital (APIC) | $293,253,163 | $296,310,690 | | Accumulated Deficit | $(287,178,670) | $(297,893,225) | | Total Stockholders' (Deficit) Equity | $1,677,478 | $(6,562,768) | - The Company's total stockholders' equity shifted from a positive **$1.68 million** at **December 31, 2024**, to a deficit of **($6.56 million)** at **March 31, 2025**, primarily due to a net loss of **($11.30 million)**[20](index=20&type=chunk) - Additional Paid-In Capital increased by approximately **$3.00 million**, driven by partial conversion of secured convertible notes (**$2.00 million**) and contribution from non-convertible promissory notes (**$0.84 million**)[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024) Cash Flow Summary (Three Months Ended March 31, 2025 vs. 2024) | Cash Flow Activity | March 31, 2025 ($) | March 31, 2024 ($) | | :------------------------- | :------------- | :------------- | | Operating Activities | $(3,371,660) | $(4,683,878) | | Investing Activities | $17,191 | $2,780,995 | | Financing Activities | $2,515,362 | $3,274,831 | | Net (Decrease) Increase in Cash | $(839,083) | $1,369,919 | | Cash and Cash Equivalents – End of the Period | $188,914 | $1,554,844 | - Net cash used in operating activities decreased from **($4.68 million)** in **Q1 2024** to **($3.37 million)** in **Q1 2025**, despite a higher net loss, due to increased non-cash expenses like lease assignment/termination losses and changes in fair value estimates[24](index=24&type=chunk)[152](index=152&type=chunk) - Net cash provided by investing activities significantly decreased from **$2.78 million** in **Q1 2024** to **$17,191** in **Q1 2025**, primarily due to a large liquidation of short-term investments and proceeds from intellectual property license sale in the prior year[24](index=24&type=chunk)[153](index=153&type=chunk) - Net cash provided by financing activities decreased by **($0.84 million)**, from **$3.27 million** in **Q1 2024** to **$2.52 million** in **Q1 2025**, mainly due to lower proceeds from common stock issuance in **2025**[24](index=24&type=chunk)[154](index=154&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) [1. Basis of Presentation](index=10&type=section&id=1.%20Basis%20of%20Presentation) - The unaudited consolidated financial statements are prepared in conformity with U.S. GAAP for interim reporting, condensing or omitting certain annual disclosures per SEC rules[28](index=28&type=chunk) - All share amounts and per share data in prior periods have been adjusted for a **1-for-200 reverse stock split** on **July 17, 2024**[29](index=29&type=chunk) [2. Summary of Significant Accounting Policies](index=10&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The Company has an accumulated deficit of **($297.89 million)** and a net loss of **($11.29 million)** for the three months ended **March 31, 2025**, raising substantial doubt about its ability to continue as a going concern[30](index=30&type=chunk) - The Company is in default on the **2025** Non-Convertible Promissory Notes, Related Party, due to failure to repay amounts when due and failure to pay indebtedness exceeding **$150,000** to third parties[30](index=30&type=chunk) - Management is exploring multiple financing alternatives, including equity, debt, equipment sale leasebacks, partnerships, and grants, and engaged a third party in **February 2025** to explore strategic alternatives[31](index=31&type=chunk) - The Company operates as one segment focused on contract development and manufacturing (CDMO), with revenue primarily from process development to CGMP clinical and commercial manufacturing of biologics[44](index=44&type=chunk) - The Company abandoned plans for a potential Kansas commercial CDMO facility during **Q1 2025**, with related land option agreements expiring[36](index=36&type=chunk) - The **$2.50 million** contingent earn-out receivable from Elusys Holdings was settled for **$550,000** cash on **March 12, 2025**, resulting in an **($0.80 million)** loss on settlement of related party receivable[39](index=39&type=chunk) [3. Fair Value of Financial Instruments](index=16&type=section&id=3.%20Fair%20Value%20of%20Financial%20Instruments) - The Company uses a three-tier fair value hierarchy (Level I, II, III) for financial instruments, prioritizing observable market data[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Cash and cash equivalents, accounts payable, and accrued expenses approximate carrying values due to their short-term nature; cash equivalents and short-term investments are classified as Level I[52](index=52&type=chunk) Level 3 Fair Value Financial Instruments (March 31, 2025) | Description | Total Level 3 (March 31, 2025) ($) | | :-------------------------------------- | :----------------------------- | | Convertible promissory notes, related party | $12,043,000 | | Non-convertible promissory notes, related party | $1,390,000 | | Warrant liability | $768,000 | - The fair value of related party receivable decreased from **$1.10 million** at **December 31, 2024**, to **$0** at **March 31, 2025**, due to settlement[53](index=53&type=chunk)[54](index=54&type=chunk) - The fair value of convertible promissory notes, related party, decreased from **$16.00 million** to **$12.00 million**, while warrant liability decreased from **$2.10 million** to **$0.80 million**[53](index=53&type=chunk) [4. Prepaid Expenses and Other Current Assets](index=20&type=section&id=4.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Prepaid Expenses and Other Current Assets (March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :------------- | :---------------- | | Prepaid manufacturing expense | $175,664 | $184,951 | | Contract assets | $691,888 | $695,041 | | Other prepaid expenses and current assets | $142,436 | $228,704 | | Prepaid software | $157,687 | $237,615 | | Prepaid insurance | $209,802 | $409,347 | | **Total** | **$1,377,477** | **$1,755,658** | - Total prepaid expenses and other current assets decreased by approximately **$0.38 million (21.5%)** from **$1.76 million** at **December 31, 2024**, to **$1.38 million** at **March 31, 2025**[57](index=57&type=chunk) [5. Property and Equipment](index=20&type=section&id=5.%20Property%20and%20Equipment) Property and Equipment, Net (March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :---------------------- | :------------- | :---------------- | | Lab equipment | $10,856,613 | $13,037,975 | | Leasehold improvements | $1,335,655 | $1,335,655 | | Computers | $528,808 | $688,512 | | Furniture and fixtures | $71,311 | $196,613 | | Construction-in-process | $103,461 | $57,521 | | Total | $12,895,848 | $15,316,276 | | Accumulated depreciation | $(2,395,261) | $(3,000,816) | | **Property and equipment, net** | **$10,500,587** | **$12,315,460** | - Net property and equipment decreased by approximately **$1.82 million (14.7%)** from **$12.32 million** at **December 31, 2024**, to **$10.50 million** at **March 31, 2025**[59](index=59&type=chunk) - The decrease is partly due to a **$721,564** loss on sale of certain furniture, fixtures, and equipment[59](index=59&type=chunk) [6. Accrued Expenses and Other Liabilities](index=20&type=section&id=6.%20Accrued%20Expenses%20and%20Other%20Liabilities) Accrued Expenses and Other Liabilities (March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------------ | :------------- | :---------------- | | Accrued marketing expenses | $999,996 | $999,996 | | Accrued preclinical and clinical trial expenses | $364,460 | $364,460 | | Compensation and related benefits | $930,196 | $298,090 | | Other expenses | $209,700 | $268,161 | | Advance payments received from customers for manufacturing materials | $169,758 | $169,758 | | Accrued manufacturing expenses | $9,265 | $59,793 | | **Total** | **$2,683,375** | **$2,160,258** | - Total accrued expenses and other liabilities increased by approximately **$0.52 million (24.2%)** from **$2.16 million** at **December 31, 2024**, to **$2.68 million** at **March 31, 2025**[60](index=60&type=chunk) - The increase was primarily driven by a significant rise in compensation and related benefits from **$298,090** to **$930,196**[60](index=60&type=chunk) [7. Debt](index=22&type=section&id=7.%20Debt) Debt Summary (March 31, 2025) | Debt Instrument | Face Value ($) | Fair Value ($) | | :-------------------------------------- | :------------ | :------------ | | Restated Elusys Convertible Note | $2,250,000 | $1,380,000 | | 2025 Non-Convertible Promissory Notes, Related Party | $2,200,000 | $1,390,000 | | December 2024 Secured Convertible Notes | $11,656,188 | $10,663,000 | | **Total** | **$16,106,188** | **$13,433,000** | - The Company issued **9% senior secured convertible notes** (December 2024 Secured Convertible Notes) for an aggregate principal of **$13.39 million** and warrants, receiving net proceeds of approximately **$3.00 million** after repurchasing pre-funded warrants and paying off a non-convertible note[62](index=62&type=chunk)[63](index=63&type=chunk) - The December 2024 Secured Convertible Notes mature on **December 6, 2027**, bear **9% annual interest**, and are convertible at the holder's option, with conversion prices adjusted from **$0.50 to $0.25** in **February 2025**, and further to **$0.06** (or Market Price) for one investor in **May/July 2025**[65](index=65&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - The Company is in default on the December 2024 Secured Convertible Notes due to failure to satisfy quarterly interest payments as of **August 22, 2025**, and on the **2025** Non-Convertible Promissory Notes, Related Party, due to failure to repay amounts when due and other indebtedness[65](index=65&type=chunk)[82](index=82&type=chunk)[129](index=129&type=chunk)[134](index=134&type=chunk) - During **Q1 2025**, **6,019,444 shares** of common stock were issued from partial conversions of the December 2024 Secured Convertible Notes[76](index=76&type=chunk)[77](index=77&type=chunk) - The Company issued **$2.20 million** in **2025** Non-Convertible Promissory Notes, Related Party, in **Q1 2025**, with an **$840,000** premium recognized as equity due to the related party nature[78](index=78&type=chunk) [8. Stockholders' Equity](index=28&type=section&id=8.%20Stockholders'%20Equity) - As of **March 31, 2025**, the Company had outstanding common stock warrants to purchase **13,688,001 shares** at a weighted average exercise price of **$0.77 per share**, down from **$1.01 per share** at **December 31, 2024**[84](index=84&type=chunk) - All **1,285,000 pre-funded warrants** outstanding at **December 31, 2024**, were exercised during **Q1 2025**, resulting in none outstanding[84](index=84&type=chunk) - Stock-based compensation expense decreased from **($0.30 million)** in **Q1 2024** to **($0.20 million)** in **Q1 2025**[85](index=85&type=chunk) - Unrecognized compensation expense related to unvested stock options was **($0.70 million)** as of **March 31, 2025**, expected to be recognized over **0.4 years**[85](index=85&type=chunk) [9. Revenue](index=28&type=section&id=9.%20Revenue) Revenue Summary (Three Months Ended March 31, 2025 vs. 2024) | Revenue Type | March 31, 2025 ($) | March 31, 2024 ($) | | :------------- | :------------- | :------------- | | CDMO revenue | $200,752 | $3,505,948 | | Grant revenue | $12,000 | $8,000 | | **Total Revenue** | **$212,752** | **$3,513,948** | - CDMO revenue decreased significantly by **94%** from **$3.51 million** in **Q1 2024** to **$0.20 million** in **Q1 2025**, primarily because the largest customer from **Q1 2024** (representing **66% of total revenue**) migrated to a larger CDMO[87](index=87&type=chunk) - One remaining customer represents **98% of total revenue** for **Q1 2025**[87](index=87&type=chunk) - Grant revenue increased from **$8,000** in **Q1 2024** to **$12,000** in **Q1 2025**[91](index=91&type=chunk) [10. Net Loss Per Share](index=29&type=section&id=10.%20Net%20Loss%20Per%20Share) Net Loss Per Share (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------------------------- | :------------- | :------------- | | Net loss attributable to Scorpius Holdings, Inc. ($) | $(10,714,555) | $(4,417,549) | | Weighted-average common shares outstanding, basic and diluted (shares) | 9,220,185 | 140,781 | | Net loss per common share, basic and diluted ($) | $(1.16) | $(31.38) | - Net loss per common share improved from **($31.38)** in **Q1 2024** to **($1.16)** in **Q1 2025**, despite a higher net loss, due to a significant increase in weighted-average common shares outstanding (from **140,781 to 9,220,185**)[96](index=96&type=chunk) - All common stock options, warrants, and convertible debt were anti-dilutive and excluded from diluted net loss per share calculations for both periods[95](index=95&type=chunk) [11. Income Tax](index=31&type=section&id=11.%20Income%20Tax) - The Company's effective tax rate was **0%** for both the three months ended **March 31, 2025**, and **2024**[97](index=97&type=chunk) - A full valuation allowance has been recorded against net deferred tax assets in the U.S., Australian, and German operations due to a history of losses and insufficient evidence to record a net deferred tax asset[98](index=98&type=chunk) [12. Leases](index=31&type=section&id=12.%20Leases) - On **March 7, 2025**, the Company assigned its lease for former principal offices in Morrisville, North Carolina, incurring a loss on lease assignment of **$1.60 million** and a loss on sale of furniture, fixtures, and equipment of **$721,564**[100](index=100&type=chunk) - On **March 24, 2025**, the lease for the principal manufacturing space in San Antonio was terminated due to non-payment of rent, resulting in a loss on lease termination of **$4.13 million**[102](index=102&type=chunk) Lease Costs (Three Months Ended March 31, 2025 vs. 2024) | Lease Cost Type | March 31, 2025 ($) | March 31, 2024 ($) | | :---------------------- | :------------- | :------------- | | Operating lease cost | $224,078 | $332,675 | | Finance lease cost | $739,098 | $824,280 | | **Total Lease Cost** | **$963,176** | **$1,156,955** | - The weighted average remaining lease term for operating leases decreased from **6.2 years** in **2024** to **3.8 years** in **2025**, and for finance leases, it increased from **11.2 years** to **12.2 years**[103](index=103&type=chunk) [13. Subsequent Events](index=33&type=section&id=13.%20Subsequent%20Events) - As of **April 28, 2025**, the Company received **$1.94 million** (net of fees) from investors in a private placement offering for **48,755,000 shares** of common stock[105](index=105&type=chunk) - On **April 21, 2025**, NYSE Regulation suspended trading of the Company's common stock and commenced delisting proceedings due to the low selling price, with shares beginning to trade on the OTC Markets Pink Limited exchange on **April 22, 2025**[107](index=107&type=chunk) - The delisting from NYSE American became effective ten days after the Form 25 filing on **May 1, 2025**, but the Company will remain a reporting entity under the Securities Exchange Act of **1934**[108](index=108&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results for the three months ended **March 31, 2025**, compared to the same period in **2024**, covering business overview, recent developments including delisting and lease terminations, critical accounting estimates, detailed analysis of revenue and expenses, and a discussion of liquidity and capital resources, highlighting significant financial challenges and going concern uncertainty [Overview](index=35&type=section&id=OVERVIEW) - Scorpius Bio provides process development and biomanufacturing services, focusing on cell- and gene-based therapies and large molecule biologics using American-made equipment and materials[111](index=111&type=chunk) - The lease for the San Antonio manufacturing facility was terminated in **March 2025** due to non-payment of rent, and the Company is working to mitigate the impact[112](index=112&type=chunk) - The Company engaged Alliance Global Partners in **February 2025** to explore strategic alternatives to maximize shareholder value[114](index=114&type=chunk) [Recent Developments](index=35&type=section&id=Recent%20Developments) - The Company's common stock was delisted from NYSE American on **April 21, 2025**, due to low selling price and failure to timely file its **2024** Annual Report, and now trades on the OTC Markets Pink Limited exchange[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - Two directors, Tan Sze Thuan and John Prendergast, Ph.D., resigned from the Board in **June and May 2025**, respectively[119](index=119&type=chunk)[120](index=120&type=chunk) - A **1-for-200 reverse stock split** was effected on **July 17, 2024**, with all share and per share data retroactively adjusted[121](index=121&type=chunk) - The lease for the former principal offices in Morrisville, North Carolina, was assigned on **March 7, 2025**, resulting in a **$1.60 million** loss on lease assignment and a **$0.70 million** loss on sale of equipment[122](index=122&type=chunk) - The **$2.50 million** related party receivable from Elusys Holdings was settled for **$550,000** cash on **March 12, 2025**[123](index=123&type=chunk) - The lease for the principal manufacturing space in San Antonio was terminated on **March 24, 2025**, due to non-payment of rent, leading to a **$4.10 million** loss on lease termination[124](index=124&type=chunk) - The conversion price for December 2024 Secured Convertible Notes was adjusted multiple times, reaching **$0.06** (or Market Price) for one institutional investor by **July 2025**[126](index=126&type=chunk) - The Company is in default on the December 2024 Secured Convertible Notes due to missed quarterly interest payments and on the **2025** Non-Convertible Promissory Notes, Related Party, due to failure to repay amounts when due and other indebtedness[129](index=129&type=chunk)[134](index=134&type=chunk) [Critical Accounting Estimates](index=41&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) - The Company's critical accounting estimates remain unchanged from those summarized in its **2024** Annual Report, involving significant judgments and estimates affecting reported financial amounts[136](index=136&type=chunk) [Results of Operations](index=41&type=section&id=RESULTS%20OF%20OPERATIONS) Key Financial Performance (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 ($) | March 31, 2024 ($) | Change (YoY) ($) | | :------------------------------------------ | :------------- | :------------- | :----------- | | Revenues | $0.2 million | $3.5 million | $(3.3) million | | Cost of revenues | $0.4 million | $0.9 million | $(0.5) million | | Research and development expense | $3.2 million | $3.9 million | $(0.7) million | | Selling, general and administrative expense | $4.0 million | $5.0 million | $(1.0) million | | Total non-operating income (expense) | $2.5 million | $0.7 million | $1.8 million | | Loss on lease assignment and termination | $5.7 million | $0 | $5.7 million | | Loss on settlement of related party receivable | $0.8 million | $0 | $0.8 million | - Revenue decreased by **($3.30 million)**, primarily due to the largest customer migrating to a larger CDMO in **2024**[137](index=137&type=chunk) - Cost of revenues decreased by **($0.50 million)**, mainly due to lower production levels[138](index=138&type=chunk) - Research and development expense decreased by **($0.70 million)**, while selling, general and administrative expenses decreased by **($1.00 million)** due to cost-cutting measures[139](index=139&type=chunk)[140](index=140&type=chunk) - Total non-operating income increased by **$1.80 million**, but this includes significant losses from lease assignment and termination (**$5.70 million**) and settlement of related party receivable (**$0.80 million**) in **2025**[143](index=143&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Cash and Cash Equivalents & Short-term Investments | Date | Amount ($) | | :---------------- | :------------- | | March 31, 2025 | $0.2 million | | August 22, 2025 | $0.3 million | - The Company has an accumulated deficit of **($297.89 million)** as of **March 31, 2025**, and has incurred recurring losses and negative cash flows from operations since inception[145](index=145&type=chunk) - Current cash is anticipated to fund operations only through **August 2025**, raising substantial doubt about the Company's ability to continue as a going concern[147](index=147&type=chunk)[155](index=155&type=chunk)[159](index=159&type=chunk) - The Company is exploring multiple financing alternatives, including equity, debt, equipment sale leasebacks, partnerships, and grants, but there is no assurance of success[148](index=148&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - The ability to raise capital through securities sales is limited by the inability to use a Form S-3 registration statement until **November 2026** (or later) due to late filings, and existing debt holders have a right to **25%** of future financing proceeds[157](index=157&type=chunk)[178](index=178&type=chunk) - If additional capital is not secured, the Company may be forced to delay, reduce, or terminate operations, sell assets, cease operations, or reorganize[148](index=148&type=chunk)[157](index=157&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Scorpius Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide disclosures about market risk[160](index=160&type=chunk) [ITEM 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls were not effective as of **March 31, 2025**, due to several material weaknesses, including ineffective IT general controls, issues with income tax accounting, inadequate management review controls, and deficiencies in revenue recognition and impairment identification. The Company is committed to remediating these weaknesses [Evaluation of Disclosure Controls and Procedures](index=47&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - As of **March 31, 2025**, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective due to un-remediated material weaknesses in internal control over financial reporting[164](index=164&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=49&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20Over%20Financial%20Reporting) - Identified material weaknesses include ineffective information technology general controls (user access, segregation of duties), inadequate design and implementation of controls for income tax accounting, ineffective management review controls (precision, evidence), ineffective controls over process development revenue recognition (labor hours, standalone selling price), and ineffective controls over identifying and recording impairments of long-lived assets[167](index=167&type=chunk)[186](index=186&type=chunk) [Remediation of Material Weaknesses](index=49&type=section&id=Remediation%20of%20Material%20Weaknesses) - Remediation efforts include evaluating and implementing enhanced process controls for user access management and segregation of duties, expanding documentation for user access and system controls, enhancing management review controls, and improving controls over income tax and revenue accounting[166](index=166&type=chunk) - Despite material weaknesses, management concluded that the consolidated financial statements present fairly the financial position, results of operations, and cash flows in conformity with GAAP[169](index=169&type=chunk) [Changes in Internal Control over Financial Reporting](index=51&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - Other than the planned remediation activities, there were no changes in internal control over financial reporting during the fiscal quarter ended **March 31, 2025**, that materially affected or are reasonably likely to materially affect internal control over financial reporting[170](index=170&type=chunk) [PART II—OTHER INFORMATION](index=51&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any legal proceedings that would individually or collectively have a material adverse effect on its business, operating results, financial condition, or cash flows, though litigation can still have an adverse impact - The Company is not currently involved in any legal proceedings that would have a material adverse effect on its business[172](index=172&type=chunk) [ITEM 1A. Risk Factors](index=51&type=section&id=Item%201A.Risk%20Factors) This section updates the risk factors, emphasizing the Company's inability to generate significant revenue, its substantial accumulated deficit, and the critical need for additional capital to continue operations beyond **August 2025**. It highlights the going concern uncertainty, material weaknesses in internal controls, restrictive covenants in debt agreements, and the potential loss of pledged assets due to defaults, as well as the challenges in attracting a strategic alternative [Revenue Generation and Profitability](index=51&type=section&id=Revenue%20Generation%20and%20Profitability) - The Company has not generated significant revenue from its current business and does not anticipate significant CDMO revenue for **several years**, having incurred net losses every year since inception, with a **($11.29 million)** net loss for **Q1 2025** and an accumulated deficit of **($297.89 million)**[174](index=174&type=chunk)[177](index=177&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - Achieving profitability depends on successfully scaling as a CDMO, market acceptance, and capacity to develop and sell services, with no assurance of sufficient revenue to cover facility expenses[182](index=182&type=chunk) - The Company expects continued operating losses and negative cash flows, requiring significant revenue generation or additional financing to achieve and maintain profitability[183](index=183&type=chunk)[184](index=184&type=chunk) [Need for Additional Capital and Going Concern](index=51&type=section&id=Need%20for%20Additional%20Capital%20and%20Going%20Concern) - Operating activities used **($3.37 million)** in cash during **Q1 2025**, and cash and short-term investments were **($0.21 million)** as of **March 31, 2025**, and **($0.30 million)** as of **August 22, 2025**[175](index=175&type=chunk)[144](index=144&type=chunk) - Current cash is only sufficient to fund operations through **August 2025**, necessitating additional financing, which may not be available on acceptable terms or at all[178](index=178&type=chunk) - The Company's financial statements are prepared under a going concern assumption, but significant losses and increasing expenses raise substantial doubt about its ability to continue as a going concern for **one year** after financial statements are issued[179](index=179&type=chunk) - Raising capital through equity will dilute existing stockholders, and debt financing may involve restrictive covenants. The delisting from NYSE American limits financing options[178](index=178&type=chunk)[179](index=179&type=chunk) [Material Weaknesses in Internal Control](index=55&type=section&id=Material%20Weaknesses%20in%20Internal%20Control) - The Company has identified material weaknesses in internal control over financial reporting, including ineffective IT general controls, issues with income tax accounting, inadequate management review controls, and deficiencies in revenue recognition and impairment identification[186](index=186&type=chunk) - These weaknesses led management to conclude that internal control over financial reporting and disclosure controls were ineffective for the year ended **December 31, 2024**, and the quarter ended **March 31, 2025**[186](index=186&type=chunk) - Failure to remediate these weaknesses or maintain effective controls could harm operating results, cause reporting failures, lead to restatements, and negatively impact stock price and investor confidence[188](index=188&type=chunk)[189](index=189&type=chunk) [Covenants in Convertible and Non-Convertible Notes](index=57&type=section&id=Covenants%20in%20Convertible%20and%20Non-Convertible%20Notes) - The December 2024 Secured Convertible Notes and **2025** Non-Convertible Promissory Notes, Related Party, contain covenants restricting new indebtedness and requiring a net monthly cash burn of not more than **$1.80 million** (decreasing over time)[190](index=190&type=chunk) - The Company is not in compliance with these restrictive covenants as of the filing date, and non-compliance could result in a declaration of default, materially harming business operations[190](index=190&type=chunk) [Secured Convertible Notes and Pledged Assets](index=57&type=section&id=Secured%20Convertible%20Notes%20and%20Pledged%20Assets) - The December 2024 Secured Convertible Notes are secured by substantially all of the Company's and its domestic subsidiaries' assets[191](index=191&type=chunk) - The Company has failed to make the first three quarterly interest payments on the December 2024 Secured Convertible Notes as of **August 22, 2025**[191](index=191&type=chunk) - A payment default or any other default on these secured notes could lead to foreclosure on pledged assets or require redemption of the notes, severely disrupting business operations[192](index=192&type=chunk) [Strategic Alternatives](index=59&type=section&id=Strategic%20Alternatives) - The Company engaged Alliance Global Partners to explore strategic alternatives, but there is no assurance that this process will result in any transaction or strategic change[193](index=193&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the quarter ended **March 31, 2025**, that had not been previously disclosed - No unregistered sales of equity securities occurred during **Q1 2025** that were not previously disclosed[194](index=194&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company for the reporting period - This item is not applicable[195](index=195&type=chunk) [ITEM 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company for the reporting period - This item is not applicable[196](index=196&type=chunk) [ITEM 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended **March 31, 2025** - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during **Q1 2025**[197](index=197&type=chunk) [ITEM 6. Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, including various certificates of incorporation amendments, bylaws, promissory notes, lease agreements, and certifications - The Exhibit Index lists various corporate documents, including amendments to the Certificate of Incorporation, Bylaws, Promissory Notes, Lease Agreements, and certifications[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) [SIGNATURES](index=63&type=section&id=SIGNATURES) - The report is signed by Jeffrey A. Wolf, Chairman and Chief Executive Officer, and William Ostrander, Chief Financial Officer, on **August 22, 2025**[208](index=208&type=chunk)

Core Insights - Scorpius Holdings, Inc. is implementing a strategic restructuring initiative aimed at achieving over $6 million in annual cost savings through operational realignment and workforce reduction [1][2][3] - The company is exploring opportunities to establish a halal-certified biomanufacturing presence in Malaysia, targeting the underserved global Muslim population [4][5][6] - A new board member, Tan Sze Thuan, has been appointed to support the company's growth and global expansion strategy, particularly in Southeast Asia [7][8] Cost Optimization - The operational realignment includes a 28% reduction in headcount and the closing of North Carolina facilities to consolidate operations [2][4] - These measures are designed to improve capital efficiency while maintaining high-quality service delivery to clients [3][4] International Expansion - Scorpius is in preliminary discussions with Malaysian stakeholders to form a subsidiary focused on halal-compliant biomanufacturing [4][5] - The initiative aims to address the unmet need for halal-certified biopharmaceutical products within the 2 billion global Muslim population [5][6] Leadership and Governance - The appointment of Tan Sze Thuan is expected to enhance the company's ability to navigate partnerships and regulatory engagement in Southeast Asia [7][8] - This move aligns with the company's commitment to building a world-class board to guide its growth and international expansion [8]

[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) This Form 8-K reports significant events, including financial results and related exhibits, filed by Scorpius Holdings, Inc [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. announced fiscal year 2024 financial results via a press release, furnished for SEC purposes - The company announced **fiscal year 2024 financial results** via a press release on April 30, 2025[5](index=5&type=chunk) - Information in the press release (Exhibit 99.1) is furnished, not filed, under Section 18 of the Securities Exchange Act of 1934, limiting legal liabilities[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 details the exhibits filed, primarily the press release with financial results and the interactive data file 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) | [Signatures](index=3&type=section&id=Signatures) The report was officially signed on May 1, 2025, by Jeffrey Wolf, Chairman, President, and CEO - The report was signed and authorized by **Jeffrey Wolf**, Chairman, President, and CEO, on May 1, 2025[10](index=10&type=chunk)

Core Viewpoint - Scorpius Holdings, Inc. is navigating a challenging biotech funding environment by streamlining operations and refocusing on core CDMO capabilities to drive shareholder value [2][6]. Financial Performance - For the year ended December 31, 2024, Scorpius reported $6.0 million in contract revenue, a decrease from $6.6 million in 2023, primarily due to a client migrating to a larger CDMO [3]. - The company recognized $0.2 million in NIH grant revenue for 2024, down from $0.3 million in 2023 [3]. - Cost of revenues increased to $3.2 million in 2024 from $2.7 million in 2023, attributed to expanded biomanufacturing capabilities [4]. - Selling, general, and administrative expenses decreased to $21.6 million in 2024 from $26.2 million in 2023, driven by reductions in various operational costs [5]. - The net loss for 2024 was approximately $32.8 million, or ($13.04) per share, an improvement from a net loss of $45.2 million, or ($347.50) per share, in 2023 [6]. Operational Updates - The company has completed its Form 10-K filing, which was delayed due to necessary internal realignment for long-term success [2]. - Scorpius is focused on executing its business strategy and enhancing its operational efficiency to better serve clients and shareholders [2][6]. Company Overview - Scorpius Holdings, Inc. operates as an integrated CDMO, providing a range of services including analytical testing, process development, and manufacturing to pharmaceutical and biotech companies [8].

Part I [Business](index=7&type=section&id=Item%201.%20Business) Scorpius Holdings operates as a CDMO, providing biologics manufacturing services, having refocused its business while facing delisting, customer concentration, and a significant backlog decrease - The company is a contract development and manufacturing organization (CDMO) focused on biologics, including cell- and gene-based therapies, with its primary facility in San Antonio, TX, which began operations in September 2022[17](index=17&type=chunk) - In 2023, the company refocused on biomanufacturing, leading to the divestment of its clinical-stage oncology assets and the Elusys Therapeutics biodefense business[18](index=18&type=chunk)[38](index=38&type=chunk) - The company is exploring strategic alternatives with the assistance of Alliance Global Partners, announced in February 2025[24](index=24&type=chunk) - Trading of the company's common stock was suspended by the NYSE American in April 2025 due to low selling price, and the company expects to be delisted[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) Customer Concentration | Year | Customer A Revenue % | Customer B Revenue % | Customer C Revenue % | Customer D Revenue % (Discontinued Ops) | | :--- | :--- | :--- | :--- | :--- | | **2024** | 37% | 16% | - | - | | **2023 (Continuing Ops)** | 70% | - | 12% | - | | **2023 (Inclusive of Discontinued Ops)** | 36% | - | - | 49% | - The company's backlog decreased by **89%** to approximately **$1.1 million** as of December 31, 2024, from **$10.4 million** as of December 31, 2023[70](index=70&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant financial and operational risks, including persistent net losses, going concern doubts, material internal control weaknesses, customer concentration, and impending stock delisting - The company has a history of significant net losses, with **$34.3 million** in 2024 and **$46.8 million** in 2023, and an accumulated deficit of **$287.2 million** as of December 31, 2024[81](index=81&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern, with current cash sufficient only to fund operations through April 2025, necessitating additional capital which may not be available on acceptable terms[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - Material weaknesses have been identified in internal controls over financial reporting, including issues with IT general controls, income tax disclosure, revenue recognition, and impairment of long-lived assets[93](index=93&type=chunk)[94](index=94&type=chunk)[306](index=306&type=chunk) - The company is in payment default on its December 2024 Secured Convertible Notes as of April 30, 2025, having missed quarterly interest payments, with these notes secured by all company assets[100](index=100&type=chunk)[102](index=102&type=chunk) - The company's common stock is expected to be delisted from the NYSE American, which will adversely affect liquidity, the ability to raise capital, and the stock price[136](index=136&type=chunk)[143](index=143&type=chunk) - A significant portion of revenue comes from a limited number of customers; in 2024, two customers accounted for **53%** of total revenue, and a major customer from 2023 migrated to a larger CDMO in 2024[108](index=108&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments[172](index=172&type=chunk) [Cybersecurity](index=59&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cyber risk management program overseen by management and the Board, with past incidents having no material adverse effect - The company has a cyber risk management program to identify, assess, and manage threats, utilizing third-party cybersecurity providers[173](index=173&type=chunk) - Management, with oversight from the Audit Committee and the Board of Directors, is responsible for the program, and the Audit Committee is briefed at least annually on cyber vulnerabilities and program effectiveness[174](index=174&type=chunk)[175](index=175&type=chunk) - The company acknowledges that past cybersecurity incidents have not had a material adverse effect on its business, financial condition, or operations[176](index=176&type=chunk) [Properties](index=59&type=section&id=Item%202.%20Properties) The company's principal offices and main facilities are in San Antonio, Texas, under long-term leases, with a smaller lab in New Jersey and a former office lease assigned - The company's principal offices have been moved to its San Antonio, Texas location following the assignment of its Morrisville, North Carolina lease in March 2025[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - The company holds three significant leases in San Antonio, TX for its mammalian facility, microbial facility, and warehouse, with expiration dates in 2037 and 2038[181](index=181&type=chunk) - A lease for a small laboratory space in North Brunswick, New Jersey was amended in July 2024 to reduce square footage and is set to expire in July 2025[180](index=180&type=chunk) [Legal Proceedings](index=61&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that would materially adversely affect its business or financial condition - The company is not presently a party to any material legal proceedings[183](index=183&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[184](index=184&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=61&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock was suspended from NYSE American and is expected to be delisted, now trading on OTC Markets Pink Limited, with no plans for future dividends - The company's common stock (ticker: SCPX) was suspended from trading on the NYSE American on April 21, 2025, and is expected to be delisted, currently trading on the OTC Markets Pink Limited exchange[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - As of April 30, 2025, there were approximately **12** stockholders of record[190](index=190&type=chunk) - The company has never paid cash dividends and does not anticipate paying any in the foreseeable future[191](index=191&type=chunk) Equity Compensation Plan Information as of December 31, 2024 | Plan Category | Securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | **Equity compensation plans approved by security holders** | 62,316 | $3.63 | 193,942 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's CDMO transition, declining revenue, significant net losses, and critical liquidity issues, necessitating ongoing financing and strategic alternatives - The company is exploring strategic alternatives to maximize shareholder value, announced in February 2025[203](index=203&type=chunk)[275](index=275&type=chunk) - The company has substantial doubt about its ability to continue as a going concern, with cash and investments of **$2.1 million** at April 30, 2025, sufficient to fund operations only through April 2025[233](index=233&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) Results of Operations (Continuing Operations) | Metric | FY 2024 | FY 2023 | | :--- | :--- | :--- | | **Revenue** | $6.2M | $7.0M | | **Cost of Revenues** | $3.2M | $2.7M | | **Research & Development Expense** | $14.3M | $20.1M | | **Selling, General & Administrative Expense** | $21.6M | $26.2M | | **Net Loss from Continuing Operations** | ($34.3M) | ($41.8M) | - Net cash used in operating activities decreased to **$26.0 million** in 2024 from **$31.5 million** in 2023[280](index=280&type=chunk) - Net cash provided by financing activities was **$25.6 million** in 2024, a significant increase from a use of **$9.0 million** in 2023, driven by proceeds from stock and debt issuances[290](index=290&type=chunk)[291](index=291&type=chunk) - In December 2024, the company issued **$13.4 million** in senior secured convertible notes and warrants, receiving net proceeds of approximately **$3.0 million** after repurchasing prior warrants and repaying other debt[210](index=210&type=chunk)[211](index=211&type=chunk) [Controls and Procedures](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2024, due to multiple material weaknesses in internal financial controls, for which remediation efforts are underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024[296](index=296&type=chunk) - Multiple material weaknesses in internal control over financial reporting were identified as of December 31, 2024[301](index=301&type=chunk) - Specific material weaknesses include: Ineffective IT general controls (user access, segregation of duties); Inadequate design of controls for accounting for income taxes; Ineffective design of management review controls; Ineffective controls around process development revenue recognition; and Ineffective controls over identifying and recording impairments of long-lived assets[306](index=306&type=chunk) - The company is implementing remediation measures, including enhancing process controls, improving documentation, and designing new controls for income tax and revenue accounting[302](index=302&type=chunk) [Other Information](index=93&type=section&id=Item%209B.%20Other%20Information) As of April 28, 2025, the company received **$1.94 million** in net proceeds from the first tranche of a private placement for **48,755,000** common shares - As of April 28, 2025, the company received **$1.94 million** in net proceeds from the first tranche of a private placement for **48,755,000** shares of common stock[308](index=308&type=chunk) - The offering was made to accredited or qualified institutional investors under exemptions from registration provided by Section 4(a)(2) and/or Regulation S of the Securities Act[308](index=308&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, board committee composition, director independence, and adopted corporate governance policies including a Code of Business Conduct and Ethics - The executive team is led by Jeffrey Wolf (Chairman, CEO, President) and William L. Ostrander (CFO, Secretary)[312](index=312&type=chunk)[313](index=313&type=chunk)[316](index=316&type=chunk) - The Board of Directors has standing Audit, Compensation, and Nominating and Governance Committees, with all members (John Monahan, Edward B. Smith, III, John K. A. Prendergast) being independent[328](index=328&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk)[342](index=342&type=chunk) - The Board has determined that three of its four directors are independent as defined by NYSE American rules[334](index=334&type=chunk) - The company has a Code of Business Conduct and Ethics applicable to all employees and directors, and an Insider Trading Policy that prohibits hedging and pledging of company securities[349](index=349&type=chunk)[350](index=350&type=chunk) [Executive Compensation](index=103&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for NEOs in 2024 primarily comprised base salary and performance bonuses, with no equity awards granted, while director compensation included annual cash fees and committee service fees 2024 Summary Compensation Table | Name and Principal Position | Year | Salary | Bonus | Total | | :--- | :--- | :--- | :--- | :--- | | **Jeffrey Wolf** (Chairman and CEO) | 2024 | $575,000 | $3,995 | $578,995 | | **William L. Ostrander** (CFO) | 2024 | $375,000 | $1,997 | $376,997 | - No equity-based compensation was issued to Named Executive Officers in 2024 due to the limited number of awards available for grant under the 2018 Stock Incentive Plan[366](index=366&type=chunk) - Employment agreements for the CEO and CFO were amended in August 2024 to include a special performance bonus based on new business booking goals, which were the only bonuses paid in 2024[363](index=363&type=chunk)[364](index=364&type=chunk)[376](index=376&type=chunk)[379](index=379&type=chunk) - Non-employee director compensation for 2024 included an annual cash fee of **$55,000**, plus additional fees for committee membership and chairmanship[391](index=391&type=chunk) - The company has adopted a clawback policy for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of a financial restatement[388](index=388&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=116&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 30, 2025, **12,387,712** common shares were outstanding, with executive officers and directors owning less than **1%**, and **3i, LP** being the only beneficial owner above **5%** at **6.6%** - As of April 30, 2025, there were **12,387,712** shares of common stock outstanding[394](index=394&type=chunk) - All current executive officers and directors as a group (6 persons) beneficially owned **56,816** shares, representing less than **1%** of the company[397](index=397&type=chunk) - **3i, LP** is reported as a beneficial owner of **557,113** shares, or **6.6%** of the common stock, excluding shares underlying convertible notes and warrants due to a **4.99%** beneficial ownership limitation[398](index=398&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=118&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions primarily involve the divestiture of Elusys Therapeutics to an entity controlled by the CEO, including a convertible note and shared services agreement, with the Audit Committee overseeing such transactions and the board affirming director independence - The primary related party transaction involves the divestiture of Elusys Therapeutics to Elusys Holdings, a company controlled by CEO Jeffrey Wolf[406](index=406&type=chunk)[405](index=405&type=chunk) - As part of the divestiture, the company entered into a Shared Services Agreement to provide administrative and other services to Elusys Holdings on a transitional basis[406](index=406&type=chunk)[473](index=473&type=chunk) - The company issued a convertible promissory note for **$2.25 million** to Elusys Holdings as a post-closing covenant of the divestiture[406](index=406&type=chunk)[563](index=563&type=chunk) - The Board of Directors has determined that all directors except for CEO Jeffrey Wolf are independent under NYSE American rules[408](index=408&type=chunk) [Principal Accountant Fees and Services](index=121&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the audit fees billed by BDO USA, P.C. for fiscal years 2024 and 2023, with all services pre-approved by the Audit Committee Accountant Fees and Services | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | **Audit fees and expenses** | $890,166 | $702,600 | - Audit fees were for professional services for the audit and review of consolidated financial statements, issuance of consents, and review of SEC filings[410](index=410&type=chunk) - All services provided by the independent registered public accounting firm were pre-approved by the Audit Committee[410](index=410&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=122&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements for 2024 and 2023, along with an extensive index of exhibits including corporate governance documents and certifications - This section contains the consolidated financial statements for the fiscal years ended December 31, 2024, and 2023[415](index=415&type=chunk) - An index of all exhibits filed with the report is included, referencing material agreements, corporate charters, compensation plans, and SEC-required certifications[417](index=417&type=chunk)[419](index=419&type=chunk)[421](index=421&type=chunk) [Form 10-K Summary](index=122&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable to the company's filing - Not applicable[414](index=414&type=chunk)

Core Points - Scorpius Holdings, Inc. has received notice from NYSE American regarding the commencement of delisting proceedings due to the low selling price of its common stock [1] - The company is also noncompliant with NYSE American's continued listing standards due to the failure to timely file its Form 10-K for the year ended December 31, 2024 [2] - Scorpius plans to appeal the delisting decision and request a review from the Exchange's Listings Qualifications Panel [3] - The CEO of Scorpius emphasized the company's commitment to regulatory compliance and transparency while working towards maximizing long-term shareholder value [4] Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on advancing biologic and cell therapy programs [4] - The company provides a range of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies from its facilities in San Antonio, TX [4]

Core Viewpoint - Scorpius Holdings, Inc. has engaged Alliance Global Partners to explore strategic alternatives aimed at maximizing shareholder value and evaluating potential growth opportunities in the biomanufacturing sector [1][2]. Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) that focuses on advancing biologic programs. The company provides a wide range of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies from its facilities in San Antonio, TX [3]. Strategic Initiatives - The engagement with Alliance Global Partners is part of Scorpius' ongoing efforts to leverage its scientific and technical expertise to enhance its position in the biomanufacturing sector while considering various avenues for long-term growth [1][2].

Core Insights - Scorpius Holdings, Inc. has announced a collaboration with KaloCyte to enhance manufacturing efficiencies for KaloCyte's lead candidate, ErythroMer™, an artificial red blood cell designed to address critical blood loss situations [1][2] - The partnership aims to establish a commercial-scale manufacturing agreement, emphasizing Scorpius' commitment to making life-saving therapies widely available [1][2] Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) that provides a comprehensive suite of services including analytical testing, process development, and cGMP clinical manufacturing [4] - The company operates state-of-the-art facilities in San Antonio, TX, and focuses on rapidly advancing biologic programs to the clinic and beyond [4] KaloCyte Overview - KaloCyte is a pre-clinical biotech startup developing ErythroMer™, a bioengineered artificial red blood cell substitute aimed at treating traumatic hemorrhage when stored blood is unavailable [3] - The product is designed to be a universal option for all blood types and has the potential to serve a $7 billion U.S. market [3] - KaloCyte has received $17 million in grants from DARPA and NIH, along with over $5 million in investor funding, and is seeking Series A financing for IND-enabling studies and Phase 1 clinical trials [3]

Core Points - Scorpius Holdings, Inc. announced that its planned 1-for-20 reverse stock split will not be effectuated [1] Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on advancing biologic programs [2] - The company provides a wide range of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies [2] - Scorpius operates state-of-the-art facilities located in San Antonio, TX, and emphasizes transparent collaboration and high-quality biologics biomanufacturing [2]

Core Viewpoint - Scorpius Holdings, Inc. has launched Scorpius Ventures, a new business unit aimed at supporting emerging biotech companies through a flexible American onshoring model, combining service fees with equity stakes to lower financial barriers for onshoring production of biologics [1][3][5] Group 1: Business Model and Strategy - Scorpius Ventures employs a hybrid model that provides capital-efficient access to cGMP manufacturing services via in-kind equity investment, allowing clients to share in growth potential [2] - The new venture aligns with the BIOSECURE Act, promoting onshore production of essential biological substances to enhance national security and economic resilience [3][5] - By prioritizing U.S.-based manufacturing, Scorpius Ventures aims to improve supply chain stability and foster domestic job growth [3] Group 2: Benefits to Partners - Biotech partners can leverage Scorpius' industry-leading CMC and manufacturing expertise, which ensures streamlined development, reduced risks, and clear communication regarding milestones and timelines [4] - The combination of operational support with a fee-and-equity model enables clients to utilize the company's manufacturing strengths to assist in their fundraising efforts [4] Group 3: Company Overview - Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on advancing biologic programs, offering a wide range of analytical testing, process development, and manufacturing services at its facilities in San Antonio, TX [6]