SCHEDULE 13G 0001841619 XXXXXXXX LIVE Common Stock, par value $0.0002 per share 06/10/2025 0001476963 Scorpius Holdings, Inc. 42237K508 627 Davis Drive, Suite 300 Morrisville NC 27560 Rule 13d-1(c) 3i, LP a DE 0.00 6786087.00 0.00 6786087.00 6786087.00 N 9.9 PN As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage are based on 61,142,712 outstanding shares of common stock, par value $0.0002 per share, of the issuer (the ''Common Stock''), based on the disclosure contained in the issuer's Current Report on Form 8-K, filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on May 14, 2025 (the ''Form 8-K''). Beneficial ownership consists of 6,786,087 shares of Common Stock issuable upon conversion of a senior secured convertible note in the principal aggregate amount of approximately $11.4 million (the ''Note'') held directly by the reporting person, further conversions of which are subject to a 9.99% beneficial ownership limitation provision contained in the Note (the ''Blocker''). 3i Management LLC a DE 0.00 6786087.00 0.00 6786087.00 6786087.00 N 9.9 OO As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 61,142,712 outstanding shares of Common Stock, based on the disclosure contained in the Form 8-K. Beneficial ownership consists of 6,786,087 shares of Common Stock issuable upon conversion of the Note held indirectly by the reporting person, further conversions of which are subject to a Blocker. Maier Joshua Tarlow a X1 0.00 6786087.00 0.00 6786087.00 6786087.00 N 9.9 IN As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 61,142,712 outstanding shares of Common Stock, based on the disclosure contained in the Form 8-K. Beneficial ownership consists of 6,786,087 shares of Common Stock issuable upon conversion of the Note held indirectly by the reporting person, further conversions of which are subject to a Blocker. Scorpius Holdings, Inc. 627 Davis Drive, Suite 300, Morrisville, NC, 27560 (i) 3i, LP, a Delaware limited partnership ("3i"); (ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iii) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. 2 Wooster Street, 2nd Floor, New York, NY 10013. 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. Y The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 61,142,712 shares of Common Stock outstanding, as disclosed in the Form 8-K. 3i holds the Note, which conversions are subject to a Blocker. The number of shares of Common Stock beneficially owned by 3i reported in this Schedule 13G reflects (i) the beneficial ownership of the shares of Common Stock of each of the Reporting Persons as of the date of this Schedule 13G and as of the day after 3i's delivery of the notice to the issuer on June 9, 2025, effective 61 days thereafter, to increase the Blocker from 4.99% to 9.99%, and (ii) the triggering of such 9.99% Blocker, which provides that 3i is prohibited from converting the Note into shares of Common Stock if, as a result of such conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Consequently, 3i is the beneficial owner of 6,786,087 shares of Common Stock (the "Shares"). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i. 9.9 % (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00 (A) 3i: 6,786,087.00 (B) 3i Management: 6,786,087.00 (C) Mr. Tarlow: 6,786,087.00 (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00 (A) 3i: 6,786,087.00 (B) 3i Management: 6,786,087.00 (C) Mr. Tarlow: 6,786,087.00 Y Y Y N See Exhibit 1 filed herewith. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. 3i, LP /s/ 3i, LP 08/05/2025 3i Management LLC /s/ 3i Management LLC 08/05/2025 Maier Joshua Tarlow /s/ Maier Joshua Tarlow 08/05/2025 Exhibit 1