Scorpius Holdings Inc 2026年季度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-Q (Mark One) Commission file number: 001-35994 Scorpius Holdings,Inc.(Exact name of registrant as specified in its charter) 1305 East Houston StreetSan Antonio, TX(Address of principal executive offices) (726)201-5050(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act:None Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrantwas required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐If an emerging growth company indicate by check mark 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 Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☒No☐ As of January 12, 2026, there were 61,142,712 shares of Common Stock, $0.0002 par value per share,outstanding. SCORPIUS HOLDINGS,INC. TABLE OF CONTENTS PARTI—FINANCIAL INFORMATION Item1.Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) andDecember31, 20242Condensed Consolidated Statements of Operations and Comprehensive Loss(Unaudited) for the three and six months ended June 30, 2025 June 30, 20243Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (Unaudited) forthe three and six months ended June 30, 2025 and June 30, 20244Condensed Consolidated Statements of Cash Flows (Unaudited) for the six monthsended June 30, 2025 and 20246Notesto the Condensed Consolidated Financial Statements (Unaudited)8Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item3.Quantitative and Qualitative Disclosures About Market Risk31Item4.Controls and Procedures32PARTII—OTHER INFORMATIONItem1.Legal Proceedings33Item1A.Risk Factors33Item2.Unregistered Sales of Equity Securities and Use of Proceeds37Item3.Defaults Upon Senior Securities37Item4.Mine Safety Disclosures37Item5.Other Information37Item6.Exhibits37SIGNATURES41 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statementsof historical facts, contained in this Quarterly Report on Form10-Q, including statements regarding ourstrategy, future operations, future financial position, future revenues, projected costs, prospects, plans andobjectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,”“expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,”“should,” “continue” and similar expressions are intended to identify forward-looking statements, althoughnot all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and our actual results could differmaterially from the results discussed in the forward-looking statements. Factors that could cause actualresults to differ materially from those in the forward-looking statements include, but are not limited to, ourability to raise additional capital to support our manufacturing operations and other operations, our abilityto develop products of commercial value and to identify the outcome of research and developmentactivities, our reliance on third-parties, our ability to successfully operate a manufacturing facility,competitive developments, the effect of current and future legislation and regulation and regulatoryactions, as well as other risks described more fully in this Quarterly Report on Form10-Q and our otherfilings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned that theseforward-looking statements are only predictions