Scworx Corp SEC Filings

SCWorx Corp. reported Q3 2025 results. Revenue was $705,799, down modestly from $759,724 a year ago, while cost controls lifted gross profit to $251,927 from $132,576. Operating loss narrowed to $138,857 from $393,498, but higher non‑cash interest and debt discount amortization drove other expense to $1,173,682, resulting in a net loss of $1,312,539 versus $424,963.

For the nine months, revenue was $2,108,730 versus $2,313,850, and net loss widened to $3,694,927 from $940,935, largely tied to financing-related charges. Cash increased to $684,295 from $106,654, aided by $1,992,175 in net financing cash inflows, including warrant exercises. Deferred revenue was $399,000, and stockholders’ equity rose to $5,997,330.

The company disclosed substantial doubt about its ability to continue as a going concern. Nasdaq granted a 180‑day extension to regain the $1.00 minimum bid price, now through April 6, 2026. Disclosure controls were deemed not effective due to design deficiencies and lack of segregation of duties. Shares outstanding were 15,826,834 as of November 12, 2025.

SCWorx Corp. filed its definitive proxy for the annual meeting on December 8, 2025. Shareholders will vote on four director seats, an advisory say-on-pay, and ratifying Astra Audit & Advisory as auditor.

The proxy seeks approvals that enable significant financing activity. Proposal 4 asks to approve the issuance of shares upon exercise of January 2025 Private Investment Warrants with a $0.3496 exercise price and 4.99%/9.99% ownership caps, citing Nasdaq Rule 5635(d); the company notes potential cash proceeds if exercised for cash and warns of material dilution. Proposal 5 covers a September 2025 warrant inducement: holders exercised 2,064,000 existing warrants at $0.3496 and received 4,128,000 reload warrants at $0.31004, exercisable after shareholder approval.

Proposal 6 requests pre-approval for a potential $1.5 million future notes-and-warrants financing, with up to 6,250,000 conversion shares and warrants initially exercisable for up to 30,000,000 shares, subject to anti-dilution features. Proposal 7 seeks to increase authorized common shares from 45,000,000 to 150,000,000. Proposal 8 asks to adopt a 2025 Equity Incentive Plan reserving 10,000,000 shares. Record date is October 10, 2025; 12,105,650 common shares were outstanding, plus 39,810 Series A Preferred (1,138,730 as-converted voting shares).

SCWorx Corp. set its annual meeting for December 8, 2025 to vote on eight proposals, including director elections, an advisory say‑on‑pay, and ratification of Astra Audit & Advisory, LLC as auditor. The record date is October 10, 2025.

Key capital items seek approval under Nasdaq Rule 5635(d): (1) issuance upon exercise of January 2025 Private Investment Warrants, covering 21,988,638 shares at a $0.3496 exercise price with 4.99%/9.99% beneficial ownership limits; (2) a September 17, 2025 warrant inducement creating 4,128,000 Reload Warrants at $0.31004 after cash exercise of 2,064,000 existing warrants at $0.3496; and (3) a Future Offering of up to $1.5 million in senior secured convertible notes (maximum 6,250,000 conversion shares) and warrants initially exercisable for up to 30,000,000 shares.

Shareholders will also vote to increase authorized common stock from 45,000,000 to 150,000,000 and adopt a 2025 Equity Incentive Plan reserving 10,000,000 shares. Common shares outstanding were 12,105,650 as of October 10, 2025.

SCWorx Corp. (WORX) received a 180-day Nasdaq extension to regain bid-price compliance and now has until April 6, 2026 to meet the $1.00 minimum under Nasdaq Rules 5550(a)(2) and 5810(c)(3)(A). The company will be deemed compliant if its common stock closes at $1.00 or more for at least 10 consecutive business days before that date.

SCWorx states it is monitoring its share price and, if compliance is not regained within the extension, it plans to implement a reverse stock split previously approved by shareholders. If compliance is still not achieved, Nasdaq may issue a delisting notice, which the company could appeal to a hearings panel. The extension has no immediate effect on trading; shares continue on the Nasdaq Capital Market under the symbol WORX.

SCWorx Corp. filed a Form D reporting a completed Regulation D private offering under Rule 506(b). The company, a Delaware corporation with principal offices in Tampa, FL, offered equity and related options/warrants and reports a total offering amount of $721,574, with $721,574 sold and $0 remaining. The filing notes proceeds include $0.3496 per share received upon sale of warrants. The offering was new (first sale on 2025-09-17), closed to last more than one year, accepted a $0 minimum investment, and lists 4 investors to date. The issuer claimed no sales commissions or finders’ fees and disclosed $0 set aside specifically for payments to named officers or directors.

SCWorx Corp. entered into warrant inducement agreements that led holders to exercise 2,064,000 existing warrants at an exercise price of $0.3496 per share, generating approximately $721,574 in gross proceeds. In return, the company agreed to issue new unregistered warrants to purchase 4,128,000 shares of common stock at an exercise price of $0.31004 per share, which will be exercisable for five years after required stockholder approvals, including an increase in authorized common stock. The agreements limit additional equity sales until ninety days after the stockholder approval date, include a 4.99% beneficial ownership cap on warrant exercises, and require SCWorx to file and maintain a resale registration statement for the new warrant shares, with liquidated damages if it fails to meet these registration obligations. The securities were issued under a Regulation D exemption, and the resale of shares issued from the existing warrants is already registered.

SCWorx Corp. reported a six-month decline in revenue to $1,402,931 from $1,554,126 a year earlier and a widened net loss of $2,382,388 versus $515,972, driven largely by significant non-cash interest and debt discount amortization related to new convertible financings.

The balance sheet shows $340,209 in cash, $412,216 of net accounts receivable and total assets of $6,645,933. Accumulated deficit totaled $33,358,454 and deferred revenue was $219,250. During the period the company issued aggregate convertible notes of $2,655,000 and recognized substantial amortization of debt discounts ($1,458,243 for six months), and it issued warrants totaling 43,907,807 shares, creating potential dilution. Management discloses substantial doubt about the company’s ability to continue as a going concern within one year and a Nasdaq minimum bid-price deficiency, with a compliance window available.

SCWorx Corp. Schedule 13G/A discloses that Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page report beneficial interests in the issuer through outstanding warrants and convertible notes. The filing shows reported aggregates of 403,850 shares for Richard Abbe (reported as 9.99% of the class) and 305,524 shares for each of Iroquois Capital and Kimberly Page (reported as 7.75% of the class). These reported amounts include shares issuable upon conversion/exercise but are limited by contractual Beneficial Ownership Blockers that restrict conversion/exercise to 4.99% or 9.99% thresholds, so all instruments could not be converted or exercised as reported. Some Convertible Notes convert at a stated conversion price of $0.3496. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest and certify the securities were not acquired to change or influence control of the issuer.