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  4. [8-K] SCWorx Corp. Reports Material Event

SCWorx Corp. (WORX) pay vote fails as holders back reverse split

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

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.
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.
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
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.

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

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FAQ

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.
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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.

 

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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

 

2

Source: View Original Filing on SEC EDGAR

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