Material Event (Form 8-K)

Item 8.01. Other Events.

On October 10, 2025, Scorpius Holdings, Inc., a Delaware corporation (the "Company"), received a Notice of Public Disposition under the Uniform Commercial Code (the "Notice") from the collateral agent (the "Collateral Agent") on behalf of the holders (the "Holders") of the senior secured convertible notes, dated as of December 6, 2024, issued by the Company in the aggregate original principal amount of $13,388,889, a non-convertible promissory note, dated as of September 30, 2025, issued by the Company in the original principal amount of $500,083 and non-convertible secured promissory notes issued by the Company in the aggregate principal amount of $7,389,083 (collectively, the "Secured Notes"), which Secured Notes, with all unpaid interest, fees and expenses due thereunder, currently represent obligations in excess of $26,048,716, that by reason of multiple defaults under the Secured Notes the Collateral Agent will sell all or portion of the collateral pledged by the Company and its subsidiaries to secure the loan, as determined by the Collateral Agent in its sole discretion, at a public sale to be conducted in-person at the offices of SC&H Capital, 11000 Broken Land Parkway, 5th Floor, Columbia, MD 21044, or, in the sole discretion of the Collateral Agent, remotely by Zoom or similar video platform, on November 12, 2025 starting at 10:00 a.m. (Eastern Time) (unless rescheduled at or prior to such sale).

The collateral pledged to secure the Secured Notes consists of all personal property and assets of the Company and its subsidiaries, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind, nature and description, whether tangible or intangible, including the Company's 94% interest in the capital stock of Scorpius Biomanufacturing, Inc. and 100% interest in the capital stock of Skunkworx Bio, Inc.