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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):
September 29, 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 Road, Suite 100
Middleton, Massachusetts 01949
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (844) 472-9679
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation 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:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
WORX |
|
The Nasdaq Capital Market |
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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Summary
Nasdaq Hearings Panel Grants Company’s
Request for Reconsideration, Determines That Company Has Regained Compliance With Nasdaq Continued Listing Requirements, and Approves
Continued Listing on The Nasdaq Capital Market; Trading on Nasdaq to Be Reinstated
On October 2, 2026, the Nasdaq Hearings Panel
(the “Panel”) granted the request of SCWorx Corp. (the “Company”) for reconsideration of the Panel’s
September 17, 2026 decision to delist the Company’s common stock, par value $0.001 per share (the “Common Stock”), from
The Nasdaq Stock Market LLC (“Nasdaq”). In its October 2, 2026 decision (the “Reconsideration Decision”), the
Panel determined that the Company now demonstrates compliance with the continued listing requirements of Nasdaq, including the minimum
bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the minimum publicly held shares requirement
of Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Rule”), and granted the Company’s request for continued
listing on The Nasdaq Capital Market, subject to the conditions described below, including a one-year Panel Monitor. Trading in the Common
Stock on Nasdaq, which has been suspended since April 14, 2026, will be reinstated on a date to be scheduled by Nasdaq following the Company’s
satisfaction of the first condition described below, which the Company is satisfying by the filing of this Current Report on Form 8-K,
and the Company’s submission of Nasdaq’s reinstatement form, which the Company is submitting on October 5, 2026. Until trading
on Nasdaq is reinstated, the Common Stock will continue to be quoted on the OTCQB Venture Market under the symbol “WORX.”
As described in Item 1.01 below, each of the investors
in the Company’s September 2026 private placement has agreed that it will not exercise its contractual right to terminate its purchase
based on the Panel’s September 17, 2026 decision.
Background
As previously disclosed, on June 17, 2026, the
Panel granted the Company an exception to regain compliance with the Bid Price Rule, subject to specified conditions, each of which the
Company satisfied, including effecting a 1-for-12 reverse stock split on August 3, 2026, and evidencing a closing bid price at or above
$1.00 per share for the 20 consecutive trading days ended August 31, 2026. On September 2, 2026, the Listing Qualifications Staff of Nasdaq
(“Staff”) notified the Company that, as a result of the reverse stock split, the number of the Company’s publicly held
shares had fallen below the 500,000 minimum required by the Publicly Held Shares Rule. On September 16, 2026, the Company completed a
private placement of 350,000 shares of Common Stock and warrants to purchase 350,000 shares of Common Stock (the “Private Placement”)
pursuant to a Securities Purchase Agreement, dated as of September 16, 2026 (the “Purchase Agreement”), between the Company
and the purchasers named therein (the “Purchasers”), and, together with the exercise of outstanding warrants and the issuance
of shares to the placement agent, increased its publicly held shares to more than 500,000. On September 17, 2026, without knowledge that
the Private Placement had been completed, the Panel issued a decision (the “September 17 Decision”) determining to delist
the Common Stock, and on September 18, 2026, the Company requested that the Panel reconsider the September 17 Decision on the basis that
it was based on a mistake of material fact. These matters are described in greater detail in the Company’s Current Reports on Form
8-K filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2026 and September 23, 2026.
Reconsideration Decision
In the Reconsideration Decision, the Panel determined
that the factual premises on which the September 17 Decision rested had materially changed by the date that decision was issued, in that
the Company had executed, funded and closed the Private Placement, completed warrant exercises, and increased its publicly held shares
to 549,092 shares as of September 17, 2026. The Reconsideration Decision also notes that on September 30, 2026, Staff confirmed that the
Company had regained compliance with the Publicly Held Shares Rule as of September 17, 2026, and that the Company’s closing bid
price has been at or above $1.00 per share on every trading day since August 4, 2026, including the 10 consecutive trading days following
September 17, 2026 required by Nasdaq Listing Rule 5810(c)(3)(A). On that basis, the Panel concluded that the Company now demonstrates
compliance with the continued listing requirements of Nasdaq and granted the Company’s request for continued listing on The Nasdaq
Capital Market, subject to the following conditions:
| 1. | On or before October 5, 2026, the Company must publicly disclose
that each Purchaser has agreed that it will not exercise its termination right under the Purchase Agreement based on the September 17
Decision. The Company is satisfying this condition by the disclosure in Item 1.01 of this Current Report on Form 8-K and the press release
furnished as Exhibit 99.1 hereto. |
| 2. | By the fifth business day of each month through and including
October 5, 2027, the Company must provide to its assigned Nasdaq Listing Qualifications Analyst its updated shares outstanding, the holdings
of each officer, director and 10% shareholder, and the resulting public float, in each case as of the last business day of the prior
month, together with a reconciliation showing the reason for all changes since the prior month. |
| 3. | Pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Panel
has imposed a Discretionary Panel Monitor for a one-year period ending October 2, 2027. If the Nasdaq Listing Qualifications Department
determines that the Company fails any continued listing standard during the monitoring period, the Company will not be permitted to submit
a plan of compliance with respect to that deficiency, the Listing Qualifications Department will not be permitted to grant the Company
additional time to regain compliance, and the Company will not be afforded any cure or compliance period that would otherwise be available
under Nasdaq Listing Rule 5810(c)(3). Instead, the Listing Qualifications Department will promptly issue a Staff Delisting Determination,
which the Company would be entitled to appeal to a Hearings Panel pursuant to Nasdaq Listing Rule 5815(d)(4)(C). |
The Reconsideration Decision also requires the
Company to promptly notify Nasdaq of any significant event that may affect the Company’s compliance with Nasdaq requirements, including
any event that may call into question the Company’s ability to meet the terms of the exception, and to immediately notify the Panel
if any Purchaser delivers a termination notice under Section 4.20 of the Purchase Agreement. The Panel reserved the right to reconsider
the terms of the exception based on any event, condition or circumstance that, in the opinion of the Panel, would make continued listing
of the Common Stock inadvisable or unwarranted.
The Nasdaq Listing and Hearing Review Council
(the “Listing Council”) may, on its own motion, determine to review the Reconsideration Decision within 45 calendar days after
its issuance and, if it does so, may affirm, modify, reverse, dismiss or remand the Reconsideration Decision. The Company does not intend
to request review of the Reconsideration Decision by the Listing Council.
There can be no assurance that Nasdaq will reinstate
trading in the Common Stock on the expected timetable, that the Listing Council will not call the Reconsideration Decision for review,
or that the Company will maintain compliance with Nasdaq’s continued listing requirements during the Panel Monitor period or thereafter.
Item 1.01 Entry into a Material Definitive
Agreement.
Private Placement Purchasers Waive Termination
Rights Relating to the September 17 Decision
As previously disclosed, Section 4.20 of the Purchase
Agreement provides that, if either (i) the Common Stock does not resume trading on The Nasdaq Capital Market by October 31, 2026 or (ii)
prior to that date the Company receives a determination letter from Nasdaq delisting the Common Stock, each Purchaser has the right, exercisable
by written notice delivered within five business days after the earlier of such events, to require the Company to terminate such Purchaser’s
purchase of securities under the Purchase Agreement and to pay such Purchaser in cash an amount equal to such Purchaser’s subscription
amount against surrender for cancellation of all of the shares of Common Stock and warrants purchased by such Purchaser in the Private
Placement. In its Current Report on Form 8-K filed on September 23, 2026, the Company disclosed that it had determined to treat the September
17 Decision as a determination letter delisting the Common Stock for purposes of Section 4.20 and that it would treat any termination
notice delivered on or before October 15, 2026 as timely.
In connection with the Company’s request
for reconsideration, and at the request of the Panel, on and after September 29, 2026 each of the Purchasers delivered to the Company
a written waiver (the “Waivers”) pursuant to Section 5.5 of the Purchase Agreement. Under the Waivers, each Purchaser has
waived, and has agreed that it will not exercise, any right under Section 4.20 of the Purchase Agreement to terminate its purchase of
securities, or to require the return of its subscription amount, based on the September 17 Decision. Each Waiver will terminate, and the
Purchaser’s rights under Section 4.20 will be reinstated, only if the Common Stock is delisted from Nasdaq as a result of the September
17 Decision, as evidenced by the filing of a Form 25 with the SEC (a “Reinstatement Event”). The Company is required to promptly
notify the Purchasers of any Reinstatement Event, and a Purchaser may then deliver a termination notice on or before the later of the
date provided in Section 4.20 and the tenth business day after receipt of the Company’s notice. The Purchasers received no consideration
for the Waivers. The Waivers supersede the extension to October 15, 2026 described in the Company’s Current Report on Form 8-K filed
on September 23, 2026.
The Waivers do not affect the Purchasers’
right under clause (i) of Section 4.20 to terminate their purchases if the Common Stock does not resume trading on The Nasdaq Capital
Market by October 31, 2026. If all of the Purchasers were to exercise their termination rights under Section 4.20 following a Reinstatement
Event or under clause (i), the Company would be required to return an aggregate of $938,000 to the Purchasers, the 350,000 shares of Common
Stock and warrants to purchase 350,000 shares of Common Stock issued in the Private Placement would be cancelled, and the number of the
Company’s publicly held shares would be reduced below the minimum required by the Publicly Held Shares Rule.
The Purchase Agreement was filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed on September 22, 2026.
Item 7.01 Regulation FD Disclosure.
On October 5, 2026, the Company issued a press
release announcing the Reconsideration Decision and the Waivers. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding
the reinstatement of trading in the Common Stock on The Nasdaq Capital Market and the timing thereof, the Company’s ability to maintain
compliance with Nasdaq’s continued listing requirements and the conditions of the Reconsideration Decision, and the potential exercise
by the Purchasers of their termination rights. These statements are based on management’s current expectations and are subject to
risks and uncertainties that could cause actual results to differ materially, including the risk that Nasdaq delays or does not reinstate
trading in the Common Stock, the risk that the Listing Council calls the Reconsideration Decision for review and modifies or reverses
it, the risk that the Company fails to satisfy a Nasdaq continued listing standard during the Panel Monitor period, in which case the
Company would not be afforded a compliance plan or cure period, the risk that the Purchasers exercise their termination rights, and the
other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking
statement except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of SCWorx Corp., dated October 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
SCWORX CORP. |
| |
|
|
| Date: October 5, 2026 |
By: |
/s/ Chris Kohler |
| |
Name: |
Chris Kohler |
| |
Title: |
Chief Financial Officer |
4
Exhibit 99.1
SCWorx Corp. Announces Nasdaq Hearings Panel
Grants Request for Reconsideration and Approves Continued Listing on The Nasdaq Capital Market
Panel Determines Company Has Regained Compliance
With Nasdaq Continued Listing Requirements; Trading on Nasdaq to Be Reinstated on a Date to Be Set by Nasdaq
MIDDLETON, Mass, Oct. 05, 2026 (GLOBE NEWSWIRE)
-- SCWorx Corp. (OTCQB: WORX) (the "Company"), a provider of data management solutions to healthcare providers, today
announced that on October 2, 2026, the Nasdaq Hearings Panel (the "Panel") granted the Company's request for reconsideration
of the Panel's September 17, 2026 decision to delist the Company's common stock from The Nasdaq Stock Market LLC ("Nasdaq").
In its October 2, 2026 decision, the Panel determined that the Company now demonstrates compliance with the continued listing requirements
of Nasdaq, including the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) and the minimum publicly held shares requirement
of Nasdaq Listing Rule 5550(a)(4), and granted the Company's request for continued listing on The Nasdaq Capital Market, subject to the
conditions described below.
Trading in the Company's common stock on Nasdaq,
which has been suspended since April 14, 2026, will be reinstated on a date to be scheduled by Nasdaq. The Company is submitting Nasdaq's
reinstatement form today and expects to announce the reinstatement date once it is confirmed by Nasdaq. Until trading on Nasdaq is reinstated,
the Company's common stock will continue to be quoted on the OTCQB Venture Market under the symbol "WORX."
The Panel's decision followed the Company's September
16, 2026 private placement, which, together with the exercise of outstanding warrants, increased the Company's publicly held shares to
549,092 shares as of September 17, 2026, above the 500,000-share minimum required by Nasdaq Listing Rule 5550(a)(4). On September 30,
2026, the Nasdaq Listing Qualifications Staff confirmed that the Company had regained compliance with the publicly held shares requirement
as of September 17, 2026. The Company's closing bid price has been at or above $1.00 per share on every trading day since August 4, 2026,
including the 10 consecutive trading days following September 17, 2026 required under Nasdaq Listing Rule 5810(c)(3)(A).
"We are pleased that the Panel has recognized
the steps the Company has taken to regain compliance with Nasdaq's listing requirements and look forward to the resumption of trading
on Nasdaq," said Tim Hannibal, CEO of SCWorx.
As a condition of continued listing, the Panel
required the Company to publicly disclose that each investor in the September 2026 private placement has agreed that it will not exercise
its contractual right under the securities purchase agreement to terminate its purchase based on the Panel's September 17, 2026 decision.
Each of the investors has delivered that agreement to the Company. The Panel also imposed a Discretionary Panel Monitor under Nasdaq Listing
Rule 5815(d)(4)(A) for a one-year period ending October 2, 2027, and required the Company to provide monthly reports of its shares outstanding,
insider holdings and public float to Nasdaq through October 5, 2027. If Nasdaq determines that the Company fails any continued listing
standard during the monitor period, the Company will not be permitted to submit a compliance plan or receive a cure or compliance period,
and Nasdaq will promptly issue a Staff Delisting Determination, which the Company would be entitled to appeal to a Hearings Panel.
Additional information regarding the Panel's decision
and the investor agreements is set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 5, 2026.
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
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the reinstatement of trading in the Company's common stock on The Nasdaq Capital Market and the
timing thereof, the Company's ability to maintain compliance with Nasdaq's continued listing requirements and the conditions of the Panel's
decision, and the potential exercise by the private placement investors of their termination rights. These statements are based on management's
current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk
that Nasdaq delays or does not reinstate trading in the Company's common stock, the risk that the Nasdaq Listing and Hearing Review Council
calls the Panel's decision for review and modifies or reverses it, the risk that the Company fails to satisfy a Nasdaq continued listing
standard during the Panel Monitor period, in which case the Company would not be afforded a compliance plan or cure period, the risk that
the private placement investors exercise their termination rights, and the other risks described in the Company's filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement except as required by law.
Investor Contact
SCWorx Investor Relations
ir@scworx.com
