8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (date of earliest event reported): May 14, 2025

Scorpius Holdings, Inc.

(Exact name of registrant as specified incharter)

Delaware

(State or other jurisdiction of incorporation)

1305E. Houston Street , Building 2

SanAntonio, TX 78205

(Address of principal executive offices andzip code)

(919) 240-7133

(Registrant’s telephone number includingarea code)

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events

As of the date of this Current Report on Form 8-K, after the issuance by Scorpius Holdings, Inc., a Delaware corporation (the “Company”), of an aggregate of 48,755,000 shares of its common stock, par value $0.0002 per share (the “Common Stock”) upon the consummation of a private placement offering in May 2025, there are 61,142,712 shares of Common Stock outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.