SCWorx holders OK reverse split, reject pay

SCWorx Corp. held its 2026 Annual Meeting of Stockholders on July 22, 2026.

Accepted by SEC EDGAR 07/23/2026 - 10:54 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SCWorx Corp. held its 2026 Annual Meeting of Stockholders on July 22, 2026. Stockholders elected directors Timothy A. Hannibal, Troy Kirchenbauer, Vincent Matozzo and Michael Burke to serve until the next annual meeting and until their successors are elected and qualified.

In a non-binding advisory vote on executive compensation, stockholders cast 112,820 votes for, 128,981 against and 1,394 abstentions, so the compensation of named executive officers was not approved. Stockholders ratified Astra Audit & Advisory, LLC as independent auditors for the year ended December 31, 2026, with 446,290 votes for and 24,963 against.

Stockholders also approved an amendment to the certificate of incorporation to authorize a reverse stock split of common stock, at a ratio within the range of 1/1.5 and 1/20, at the board’s discretion, if needed to regain compliance with Nasdaq Rule 5550(a)(2) requiring a minimum $1.00 bid price.

Positive

• None.

Negative

• Stockholders did not approve the advisory vote on executive compensation, with 128,981 votes against versus 112,820 for and 1,394 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual meeting date: July 22, 2026 Say-on-pay votes for: 112,820 votes Say-on-pay votes against: 128,981 votes +4 more

7 metrics

Annual meeting date July 22, 2026 Date of SCWorx Corp. 2026 Annual Meeting of Stockholders

Say-on-pay votes for 112,820 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 128,981 votes Non-binding advisory vote on executive compensation

Reverse stock split votes for 289,591 votes Amendment authorizing reverse stock split within 1/1.5 to 1/20 ratio range

Reverse stock split votes against 183,285 votes Amendment authorizing reverse stock split within 1/1.5 to 1/20 ratio range

Auditor ratification votes for 446,290 votes Ratification of Astra Audit & Advisory, LLC for year ended December 31, 2026

Auditor ratification votes against 24,963 votes Ratification of Astra Audit & Advisory, LLC for year ended December 31, 2026

Key Terms

broker non-votes, reverse stock split, Nasdaq Rule 5550(a)(2), non-binding, advisory basis

4 terms

broker non-votes regulatory

"Broker Non-Votes 112,820 | | 128,981 | | 1,394 | | 230,232"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

reverse stock split financial

"to effect a reverse stock split of the Company’s 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.

Nasdaq Rule 5550(a)(2) regulatory

"to regain compliance with Nasdaq Rule 5550(a)(2), which requires the minimum bid price"

non-binding, advisory basis regulatory

"To consider and vote, on a non-binding, advisory basis, upon the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

FAQ

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

What did SCWorx (WORX) shareholders decide at the 2026 annual meeting?

Shareholders elected four directors, rejected executive pay, ratified Astra Audit & Advisory, LLC, and approved a reverse stock split authorization. The meeting on July 22, 2026 set the board and capital structure framework for the coming year.

Did SCWorx (WORX) shareholders approve executive compensation in 2026?

No, shareholders did not approve SCWorx’s executive compensation in the 2026 advisory vote. The proposal received 112,820 votes for, 128,981 against, 1,394 abstentions and 230,232 broker non-votes, signaling insufficient support for the named executive officers’ pay.

What reverse stock split authorization did SCWorx (WORX) shareholders approve?

Shareholders approved an amendment authorizing a reverse stock split at a ratio between 1/1.5 and 1/20. The board may implement it, in its discretion, if needed to regain compliance with Nasdaq Rule 5550(a)(2) requiring a $1.00 minimum bid price.

Which auditors did SCWorx (WORX) shareholders ratify for 2026?

Shareholders ratified Astra Audit & Advisory, LLC as independent auditors for the year ended December 31, 2026. The ratification received 446,290 votes for, 24,963 against and 2,174 abstentions, confirming stockholder support for the company’s chosen audit firm.

Who was elected to the SCWorx (WORX) board at the 2026 meeting?

Shareholders elected Timothy A. Hannibal, Troy Kirchenbauer, Vincent Matozzo and Michael Burke as directors. Each will serve until the next annual meeting and until a successor is duly elected and qualified, maintaining continuity in the company’s board leadership.

How many broker non-votes affected SCWorx (WORX) voting in 2026?

The executive compensation advisory proposal recorded 230,232 broker non-votes, which were not counted as votes for or against. The director elections also reflected 230,232 broker non-votes, consistent with typical voting treatment on non-routine proposals.

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

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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): July 22, 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 5.07. Submission of Matters to a Vote of Security Holders.

On July 22, 2026, SCWorx Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The results of the stockholder voting at the Annual Meeting are set forth below:

Proposal No. 1 — Election of Directors.

The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Each nominee received the following votes:

Director Name		For				Against				Withheld				Broker Non-Votes
Timothy A. Hannibal			176,379				0				66,816
Troy Kirchenbauer			176,380				0				66,815
Vincent Matozzo			176,380				0				66,815
Michael Burke			176,379				0				66,816
															230,232

Proposal No. 2 — To consider and vote, on a non-binding, advisory basis, upon the compensation of those of our executive officers listed in the Summary Compensation Table appearing in the proxy statement, or our named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.

The votes were as follows:

For		Against		Abstain/Withheld		Broker Non-Votes
112,820		128,981		1,394		230,232

Proposal No. 3 –To ratify the selection of Astra Audit & Advisory, LLC as the Company’s independent auditors for the year ended December 31, 2026.

The votes were as follows:

For		Against		Abstain/Withheld		Broker Non-Votes
446,290		24,963		2,174

Proposal No. 4 – To consider and vote upon a proposed amendment of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s Common Stock, at a ratio to be determined by our board of directors, in its discretion, but within the range of 1/1.5 and 1/20, if needed to regain compliance with Nasdaq Rule 5550(a)(2), which requires the minimum bid price of our common stock to be at least $1.00.

The votes were as follows:

For		Against		Abstain/Withheld		Broker Non-Votes
289,591		183,285		551

The results reported above are final voting results.

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: July 23, 2026

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

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB