Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of July 30, 2024, Scorpius Holdings, Inc. (the "Company") entered into a Note Cancellation and Amendment to Asset and Equity Interests Purchase Agreement (the "Amendment") of that certain 1% non-convertible promissory note, dated May 1, 2024, in the principal amount of $750,000 (the "Note"), issued by the Company to Elusys Holdings Inc. ("Elusys Holdings") and to the Asset and Equity Interests Purchase Agreement (the "Purchase Agreement"), dated as of December 11, 2023, by and between Elusys Holdings and the Company. Pursuant to the Amendment the Note was cancelled in exchange for an amendment to the Asset and Equity Interests Purchase Agreement which eliminates the payment of any royalty fees by Elusys Holdings to the Company and instead provides a cash payment to the Company of $2.5 million on or prior to December 31, 2028.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.