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SCWorx (NASDAQ: WORX) enacts 1-for-15 reverse split to meet Nasdaq bid rule

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SCWorx Corp. has approved a 1-for-15 reverse stock split of its common stock by amending its certificate of incorporation. Every 15 shares of outstanding common stock will be combined into one share. The reverse split is expected to be effective at the start of trading on April 10, 2026.

The company is undertaking this reverse split to help regain compliance with the Nasdaq Stock Market’s minimum bid price rule, which requires its common stock to trade at or above $1.00 per share for ten consecutive trading days. SCWorx notes there is no assurance this step will restore compliance, and if compliance is not regained, its common stock will be delisted from Nasdaq.

Positive

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Negative

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Insights

SCWorx uses a 1-for-15 reverse split to pursue Nasdaq price compliance but still faces delisting risk.

SCWorx is combining every 15 common shares into one to mechanically increase its per-share trading price. This type of reverse stock split does not change the company’s overall value, but alters share count and price to meet exchange requirements.

The goal is to satisfy Nasdaq’s minimum bid price rule, which requires trading at or above $1.00 per share for ten straight sessions. The company explicitly states there is no assurance this will succeed; failure to maintain the required price level would result in delisting from the Nasdaq Stock Market, shifting trading to less prominent venues.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reverse split ratio 1-for-15 Every 15 shares of outstanding common stock combined into one
Effective date of reverse split April 10, 2026 Expected effectiveness at opening of trading
Nasdaq minimum bid price $1.00 per share Required for ten consecutive trading days
Trading days requirement 10 trading days Duration SCWorx stock must trade at or above $1.00
Filing date April 7, 2026 Date SCWorx amended certificate and reported event
reverse stock split financial
"the Company amended its certificate of incorporation to implement a 1 for 15 reverse split of its common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
minimum bid price rule regulatory
"to achieve compliance with the Nasdaq Stock Market’s minimum bid price rule"
A minimum bid price rule is a stock market requirement that a listed company's share must trade above a set minimum price over a specified period to remain listed on an exchange. It matters to investors because falling below that threshold can trigger warnings, potential delisting, and reduced liquidity—similar to a student needing a passing grade to stay enrolled—making the shares harder to buy, sell, or value accurately.
Nasdaq Stock Market market
"If the Company is not able to regain compliance, the Company’s common stock will be delisted from the Nasdaq Stock Market"
The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.
certificate of incorporation regulatory
"the Company amended its certificate of incorporation to implement a 1 for 15 reverse split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
delisted regulatory
"If the Company is not able to regain compliance, the Company’s common stock will be delisted from the Nasdaq Stock Market"
Delisted means a company's shares have been removed from a public stock exchange and are no longer traded on that venue. For investors this matters because it reduces ease of buying or selling the stock, cuts off regular price discovery and exchange oversight, and can signal regulatory or financial problems; it's like a product being pulled from a supermarket shelf and only available through harder-to-find channels.

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

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FAQ

What reverse stock split did SCWorx (WORX) approve?
SCWorx approved a 1-for-15 reverse stock split, combining every 15 shares of outstanding common stock into one share. This corporate action changes share count and price, but not the company’s overall market value, and is implemented via an amendment to its certificate of incorporation.

When will the SCWorx (WORX) reverse stock split take effect?
The SCWorx reverse stock split is anticipated to become effective at the opening of the trading day on April 10, 2026. From that point, trading prices and share quantities will reflect the 1-for-15 consolidation of its outstanding common stock on the market.

Why is SCWorx (WORX) implementing a 1-for-15 reverse stock split?
SCWorx is implementing the 1-for-15 reverse stock split to help regain compliance with the Nasdaq Stock Market’s minimum bid price rule. That rule requires its common stock to trade at or above $1.00 per share for ten consecutive trading days to remain listed.

What happens if SCWorx (WORX) does not regain Nasdaq bid price compliance?
If SCWorx does not regain compliance with Nasdaq’s minimum bid price rule, its common stock will be delisted from the Nasdaq Stock Market. The company specifically notes there is no assurance the reverse stock split will achieve the required sustained $1.00 per share trading level.

Does the SCWorx (WORX) reverse stock split guarantee continued Nasdaq listing?
The reverse stock split does not guarantee continued Nasdaq listing. SCWorx states it expects the split to help regain compliance but provides no assurance. The stock still must trade at or above $1.00 per share for ten straight trading days to satisfy Nasdaq’s minimum bid requirement.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 7, 2026

 

SCWorx Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37899   47-5412331

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

35 Village Rd, Suite 100

Middleton, MA 01949

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (844) 472-9679

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01. Other Events.

 

On April 7, 2026, the Company amended its certificate of incorporation to implement a 1 for 15 reverse split of its common stock. The effect of the reverse stock split is to combine every 15 shares of outstanding common stock into one share of common stock. The reverse stock split is anticipated to be effective at the opening of the trading day on April 10, 2026. The Company implemented the reverse stock split in an effort to achieve compliance with the Nasdaq Stock Market’s minimum bid price rule. In order for the Company to regain compliance with such Nasdaq rule, the Company’s common stock must trade at or above $1.00 per share for ten consecutive trading days. Although the Company expects that it will, as a result of the reverse stock split, regain compliance with the Nasdaq’s minimum bid price rule, there is no assurance that the Company will in fact be able to regain compliance. If the Company is not able to regain compliance, the Company’s common stock will be delisted from the Nasdaq Stock Market.

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 7, 2026

 

  SCWorx Corp.
     
  By: /s/Timothy A. Hannibal
  Name: Timothy A. Hannibal
  Title: Chief Executive Officer

  

2

 

Source: View Original Filing on SEC EDGAR

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