8-K
Scorpius Holdings, Inc. (SCPX)
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): January 17, 2025
Scorpius Holdings, Inc.
(Exact name of registrant as specified incharter)
Delaware
(State or other jurisdiction of incorporation)
| 001-35994 | 26-2844103 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
627Davis Drive , Suite400
Morrisville, North Carolina 27560
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| 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 | None | NYSE American LLC |
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).
| Emerging growth company ¨ |
|---|
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.
On January 17, 2025, Scorpius Holdings, Inc. (the “Company”) issued a press release that the Company’s planned 1-for-20 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0002, that was announced yesterday, will not be effectuated. The press release issued in connection with this announcement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNumber | Exhibit Description |
|---|---|
| 3.1 | Press Release dated January 17, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: January 17, 2025 | SCORPIUS HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and<br>Chief Executive Officer |
Exhibit 99.1
ScorpiusHoldings Cancels Planned Reverse Stock Split
Durham,NC – January 17, 2025 –Scorpius Holdings, Inc (NYSE American: SCPX) (“Scorpius” or “the Company”), an integrated contract development and manufacturing organization (“CDMO”), today announced that the Company’s planned 1-for-20 reverse stock split (the “Reverse Stock Split”) of its common stock (the “Common Stock”) that was announced yesterday, will not be effectuated.
ScorpiusHoldings, Inc.
Scorpius Holdings, Inc. is an integrated contract development and manufacturing organization (CDMO) focused on rapidly advancing biologic programs to the clinic and beyond. Scorpius offers a broad array of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies at its state-of-the-art facilities in San Antonio, TX. With an experienced team and new, purpose-built U.S. facilities, Scorpius is dedicated to transparent collaboration and flexible, high-quality biologics biomanufacturing. For more information, please visit www.scorpiusbiologics.com.
Media and Investor Relations Contact
David Waldman
+1 919 289 4017
ir@scorpiusbiologics.com