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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): June 17, 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
June 17, 2026, SCWorx Corp. (the “Company”) received a written decision (the “Decision”) from a Hearings Panel (the
“Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company’s request to continue the listing of its common
stock on Nasdaq, subject to the conditions described below.
As
previously disclosed, trading in the Company’s common stock was suspended on April 14, 2026 as a result of the Company’s failure to satisfy
the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2), which requires that the Company maintain a minimum closing bid price
of $1.00 per share (the “Bid Price Rule”). The Company appealed the Staff’s delisting determination to the Panel, and the Decision
resolves that appeal.
Under
the terms of the Decision, the Company must satisfy the following conditions in order for trading of its common stock to be reinstated
on Nasdaq: (i) on or before July 22, 2026, the Company must obtain shareholder approval for a reverse stock split at a ratio sufficient
to achieve a post-split price reasonably expected to sustain compliance with the Bid Price Rule; (ii) on or before August 3, 2026, the
Company must effect a reverse stock split; and (iii) on or before August 28, 2026, the Company must demonstrate compliance with the Bid
Price Rule by evidencing a closing bid price at or above $1.00 per share for a minimum of 20 consecutive trading days.
If
the Company does not satisfy these conditions by the applicable deadlines, its common stock would be delisted from Nasdaq and trading
on Nasdaq would not be reinstated, in which case the common stock would continue to be quoted on the OTC Markets, subject to compliance
with applicable OTC Markets rules. The Panel reserved the right to reconsider the terms of the exception it granted, should any developments
arise that, in the Panel’s judgment, make continued listing of the Company’s securities inadvisable or unwarranted. In addition, under
applicable Nasdaq rules, the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Decision within
45 calendar days after its issuance, and upon any such review may affirm, modify, reverse, dismiss or remand the Decision.
In
connection with the suspension of trading on Nasdaq, the Company has received approval from OTC Markets to have its common stock quoted
on the OTCQB Market.
On
June 23, 2026, the Company issued a press release announcing the Decision. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K. The information in Exhibit 99.1 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, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by SCWorx Corp. on June 23, 2026 (furnished, not filed). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 23, 2026
| |
SCWorx Corp. |
| |
|
| |
By: |
/s/
Timothy A. Hannibal |
| |
Name: |
Timothy A. Hannibal |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
SCWorx Receives Nasdaq Hearings Panel Decision Granting the Company’s
Request to Continue its Listing on the Nasdaq Stock Market, Subject to Compliance Conditions
MIDDLETON, MA, June 23, 2026 (GLOBE NEWSWIRE) -- SCWorx Corp. (“SCWorx”
or the “Company”), a provider of data normalization and supply chain solutions for the healthcare industry, today announced
that it has received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request to continue
its listing on The Nasdaq Stock Market, subject to satisfaction of certain conditions. By way of background, trading in the Company’s
common stock was suspended on April 14, 2026 because the Company failed to meet the requirements of Nasdaq Listing Rule 5550(a)(2), which
requires a minimum bid price of $1.00 per share (the “Bid Price Rule”).
Under the terms of the Panel’s decision, SCWorx must comply with the
following conditions, in order for trading of its common stock to be reinstated on Nasdaq: (i) on or before July 22, 2026, we must obtain
shareholder approval for a reverse stock split, at a ratio sufficient to achieve a post-split price reasonably expected to sustain compliance
with the Bid Price Rule; (ii) on or before August 3, 2026, we must effect a reverse stock split; and (iii) on or before August 28, 2026,
we must demonstrate compliance with the Bid Price Rule by evidencing a closing bid price at or above $1.00 per share for a minimum of
20 consecutive trading days.
If the Company does not satisfy the Panel’s conditions by the
applicable deadlines, its common stock would be delisted from Nasdaq and trading on Nasdaq would not be reinstated, in which case its
common stock would continue to be quoted on OTC Markets, subject to compliance with applicable OTC Market rules.
The Panel reserved the right to reconsider the terms of the exception
it granted the Company, should any developments arise that, in the Panel’s judgment, make continued listing of the Company’s securities
inadvisable or unwarranted.
Under applicable Nasdaq Rules, the Nasdaq Listing and Hearing Review
Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision.
If the Listing Council determines to review the Panel Decision, it may affirm, modify, reverse, dismiss or remand the decision to the
Panel.
“We appreciate the Panel’s consideration and the opportunity to
continue our Nasdaq listing while we execute our compliance plan,” said Tim Hannibal, President and Chief Executive Officer of SCWorx.
“Maintaining our Nasdaq listing remains a strategic priority as we continue to focus on expanding customer and partner relationships,
advancing our healthcare supply chain data management platform, including through the use of artificial intelligence, and creating long-term
value for shareholders.”
The Company intends to take all actions necessary to satisfy the conditions
established by the Panel and will continue to keep investors informed regarding its progress.
Pending potential reinstatement of trading, which is subject to satisfaction
of the Panel’s compliance conditions, the Company has received approval from OTC Markets to have its common stock quoted on the OTCQB
Market.
About SCWorx Corp.
SCWorx has created and markets solutions that improve the accuracy,
interoperability and utilization of information within healthcare provider organizations. SCWorx’s solutions enable healthcare organizations
to simplify data management, improve supply chain performance, support ERP implementations, and drive operational efficiencies through
advanced data normalization and analytics.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the federal securities laws. These statements include, but are not limited to, statements regarding the Company’s ability to achieve
or sustain the $1.00 bid price (particularly given the illiquidity of the OTC Markets), meet the deadlines imposed by the Nasdaq Hearings
Panel, satisfy the other conditions imposed by the Nasdaq Hearings Panel, maintain its Nasdaq listing, execute its business strategy,
and achieve future growth. Actual results may differ materially from those projected in such forward-looking statements due to various
risks and uncertainties. Readers are encouraged to review the Company’s filings with the Securities and Exchange Commission for a discussion
of these and other risk factors. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Investor Relations Contact:
SCWorx Investor Relations
ir@scworx.com
