SCWorx Announces Equity Financing with Institutional Investors

SCWorx raises new equity while facing tight Nasdaq compliance deadlines and potential investor rescission rights tied to its relisting.

Rhea-AI Summary

SCWorx (WORX) entered a Securities Purchase Agreement with institutional and accredited investors for an equity financing with gross proceeds of approximately $938,000. The company will sell 350,000 Units, each comprising one share of common stock and one warrant to purchase one share, at $2.68 per Unit, with warrants exercisable immediately at $2.56 per share for five years. Existing investors exercised warrants for 50,000 shares, and about 50,000 shares will be issued to the placement agent, which is expected to increase Publicly Held Shares above 500,000 to address Nasdaq Rule 5550(a)(4). Proceeds will be held in a segregated account until November 30, 2026, and investors may require repayment if Nasdaq trading does not resume or a delisting determination occurs under specified dates.

Positive

• $938,000 gross proceeds from equity financing, before fees and expenses
• Issuance of 350,000 shares plus 350,000 warrants at $2.68 per Unit
• Additional ~100,000 shares from warrant exercises and placement agent compensation
• Company expects to exceed 500,000 Publicly Held Shares to meet Nasdaq Rule 5550(a)(4)

Negative

• New issuance of approximately 450,000 shares dilutes existing shareholders
• Net proceeds locked in segregated account until November 30, 2026
• Investors may demand refund if Nasdaq trading not resumed by October 31, 2026 or delisting determination occurs earlier
• Nasdaq requires both 500,000 Publicly Held Shares and a $1.00 bid price for 10 days by October 5, 2026
• Company expects Nasdaq delisting if conditions are not met by October 5, 2026
• Common stock trading on Nasdaq has been suspended since April 14, 2026, currently quoted on OTCQB

Market Context

SCWorx’s July 29 partial-compliance announcement was followed by a 1.62% 24-hour gain; the current f...

Analysis

SCWorx’s July 29 partial-compliance announcement was followed by a 1.62% 24-hour gain; the current financing also targets Nasdaq compliance, while adding stated share, warrant and investor-refund conditions.

Key Figures

Gross proceeds: $938,000 Units issued: 350,000 shares and 350,000 warrants Unit purchase price: $2.68 per Unit +5 more

Gross proceeds

$938,000

Aggregate equity financing before placement agent fees and offering expenses

Units issued

350,000 shares and 350,000 warrants

Equity financing units

Unit purchase price

$2.68 per Unit

Securities Purchase Agreement

Warrant exercise price

$2.56 per share

Immediately exercisable warrants

Warrant term

Five years

Warrants issued in the financing

Existing warrants exercised

50,000 shares

Shares issuable upon exercise of outstanding warrants

Form S-3 filing deadline

Within 30 days

Registration statement covering resale of shares and warrant shares

Nasdaq compliance deadline

October 5, 2026

Deadline to satisfy publicly held shares and bid-price conditions

Historical Context

2 past events · Latest: Jul 29

2 events

1. Jul 29

   Nasdaq partial compliance

   24h Move

   +1.6%

   Partial compliance letter confirmed completion of the first listing-plan benchmark

2. Jun 23

   Nasdaq listing continuation

   24h Move

   +115.5%

   Hearings Panel allowed continued listing subject to compliance conditions

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, warrants, beneficial ownership limitation, form s-3, +1 more

5 terms

securities purchase agreement financial

"entered into a Securities Purchase Agreement with institutional and accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrants financial

"warrants to purchase 350,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

beneficial ownership limitation financial

"The warrants have an exercise price of $2.56 per share, are subject to a beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

form s-3 regulatory

"file a registration statement on Form S-3 within thirty days"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

private placement financial

"offered and sold in a private placement pursuant to an exemption"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Middleton, Mass., Sept. 17, 2026 (GLOBE NEWSWIRE) -- SCWorx Corp. (the “Company”) (OTCQB: WORX), a provider of data management solutions to healthcare providers, announced today that it entered into a Securities Purchase Agreement with institutional and accredited investors (the “Investors”) for an equity financing resulting in aggregate gross proceeds of approximately $938,000, before deducting placement agent fees and other offering expenses.

In connection with the financing, the Company agreed to sell Units consisting of an aggregate of 350,000 shares of common stock, and warrants to purchase 350,000 shares of common stock, at a purchase price of $2.68 per Unit. The warrants have an exercise price of $2.56 per share, are subject to a beneficial ownership limitation, are exercisable immediately and have a term of five years.  In addition, existing investors have exercised outstanding warrants to purchase an aggregate 50,000 shares of common stock, and the Company will issue approximately 50,000 shares of common stock to the placement agent as compensation. 

Upon completion of these issuances, SCWorx expects to have more than 500,000 Publicly Held  Shares, as required by Nasdaq Rule 5550(a)(4), subject to Nasdaq's determination that the Company has regained compliance with the Rule. The Company's common stock remains listed on the Nasdaq Capital Market, but trading on Nasdaq has been suspended since April 14, 2026, and the common stock is currently quoted on the OTCQB market.

Dawson James Securities, Inc. acted as placement agent in connection with the financing.

The Company has agreed to file a registration statement on Form S-3 within thirty days with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock as well as the shares issuable upon exercise of the warrants.

The net proceeds from the financing are intended to be used for working capital purposes.

Under the terms of the Securities Purchase Agreement, the proceeds from the financing will be maintained in a segregated account until November 30, 2026. The Company must regain compliance with the continued listing standards of the Nasdaq Capital Market on or prior to October 5, 2026. If the Company's common stock does not resume trading on the Nasdaq Capital Market by October 31, 2026, or if Nasdaq issues a determination to delist the Company's common stock before that date, each Investor will then have the right, subject to the terms of the Securities Purchase Agreement, to require the Company to return such Investor's subscription amount in exchange for cancellation and surrender of the securities purchased by that Investor. Nasdaq has advised the Company that, in order to regain compliance, the Company must both satisfy the 500,000 Publicly Held Shares requirement and thereafter maintain a closing bid price of at least $1.00 per share for ten consecutive trading days, and that both conditions must be satisfied on or before October 5, 2026, the deadline set by the Nasdaq Hearings Panel. If the Company does not satisfy these conditions by that date, the Company expects that Nasdaq will delist its common stock. There is no assurance that the Company’s common stock will resume trading on the Nasdaq Capital Market.

The securities described above were offered and sold in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the securities referred to in this news release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About SCWorx Corp.

SCWorx provides data management solutions to healthcare providers. The Company's solutions are designed to improve the accuracy, standardization and utilization of healthcare supply-chain data and support healthcare organizations in managing their item master and related supply-chain information.

Forward-Looking Statements

This press release contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release, including statements regarding the Company's intended use of proceeds, its efforts to regain compliance with the continued listing standards of the Nasdaq Capital Market, the potential resumption of trading of the Company's common stock on Nasdaq, and the Company's future operations, financial condition, prospects, plans and objectives, are forward-looking statements.

Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company's ability to satisfy applicable Nasdaq continued listing requirements, Nasdaq's determination regarding the Company's listing status, the Company's ability to execute its business strategy, its liquidity and capital requirements, and the risks and uncertainties described in the Company's filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by applicable law.

Investor Relations Contact:

SCWorx Investor Relations

ir@scworx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of the Units and warrants issued in SCWorx’s financing?

Each Unit consists of one share of common stock and one warrant to purchase one share of common stock. The Units are priced at $2.68 per Unit. The warrants have an exercise price of $2.56 per share, are exercisable immediately, have a term of five years, and are subject to a beneficial ownership limitation.

How many additional shares will be issued in connection with this transaction?

SCWorx will issue 350,000 shares of common stock as part of the Units and warrants to purchase 350,000 shares. In addition, existing investors have exercised warrants for an aggregate 50,000 shares, and the company will issue approximately 50,000 shares of common stock to the placement agent as compensation.

What are the Nasdaq compliance requirements and deadlines SCWorx must meet?

Nasdaq has advised that SCWorx must have at least 500,000 Publicly Held Shares and then maintain a closing bid price of at least $1.00 per share for ten consecutive trading days. Both conditions must be satisfied on or before October 5, 2026, the deadline set by the Nasdaq Hearings Panel. If these conditions are not met by that date, the company expects Nasdaq will delist its common stock.

Under what conditions can investors require SCWorx to return their subscription amounts?

If SCWorx’s common stock does not resume trading on the Nasdaq Capital Market by October 31, 2026, or if Nasdaq issues a determination to delist the common stock before that date, each Investor will have the right, subject to the terms of the Securities Purchase Agreement, to require the company to return that Investor’s subscription amount in exchange for cancellation and surrender of the securities purchased.

How will the proceeds be handled and what is the intended use of funds?

The proceeds from the financing will be maintained in a segregated account until November 30, 2026. The company intends to use the net proceeds, after placement agent fees and expenses, for working capital purposes.

What are SCWorx’s current trading arrangements and planned registration steps?

SCWorx’s common stock remains listed on the Nasdaq Capital Market, but trading on Nasdaq has been suspended since April 14, 2026, and the stock is currently quoted on the OTCQB market. The company has agreed to file a Form S-3 registration statement with the SEC within thirty days to cover the resale of the shares of common stock and the shares issuable upon exercise of the warrants.