Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

Effective May 1, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), entered into an agreement (the "Note Amendment") with an institutional investor (the "Investor") to amend the 9% senior secured convertible note (the "Note") in the aggregate original principal amount of $12,416,667 that the Company issued to the Investor on December 6, 2024, as amended on February 13, 2025. Pursuant to the Note Amendment, the Company reduced the conversion price of the Notes from $0.25 to $0.06. As a result of the Note Amendment, if the Notes were to fully convert into shares of the Company's common stock, par value $0.0002 per share (the "Common Stock"), at the conversion price of $0.06, assuming no limitations on conversion, the Company would issue 206,944,450 shares of Common Stock upon conversion of the principal amount of the Notes, plus an additional 34,208,483 shares of Common Stock if interest and the Make-Whole Amount (as such term is defined in the Notes) is also converted into shares of Common Stock.

The Note Amendment provides that the Company will seek stockholder approval (the "Second Stockholder Approval") to amend the Company's Third Amended and Restated Certificate of Incorporation, as amended, to either increase the Company's authorized number of shares of Common Stock or effect a reverse stock split to allow for complete conversion of the Note at the conversion price. Pursuant to the Note Amendment, until the Second Stockholder Approval is obtained and the amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended is filed with the Secretary of State with the State of Delaware, the Investor may only convert $2,700,000 of principal amount of the Note.

On May 1, 2025, the Company also entered into an agreement (the "Warrant Amendment") with the Investor to amend the common stock purchase warrants (the "Warrants") to purchase an aggregate of 12,416,667 shares of Common Stock, issued to the Investors on December 6, 2024, which was amended on February 14, 2025. Pursuant to the Warrant Amendment, the Company reduced the exercise price of the Warrants from $0.25 to $0.06, and the number of shares of Common Stock issuable upon exercise of the Warrants remains at 12,416,667 shares.

The foregoing description of the Note Amendment and Warrant Amendment is qualified in its entirety by reference to the full text of the Note Amendment and Warrant Amendment, a copy of each of which is attached hereto as Exhibit 4.1 and 4.2, and which are incorporated herein in its entirety by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note was issued, and the shares to be issued pursuant to the Note will be sold, pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.