SCWorx Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

SCWorx signed a big deal, owes money, and sold stock. Details are light.

AI Summary

On July 12, 2024, SCWorx Corp. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and the financial obligation, including dollar amounts and terms, are not fully disclosed in this filing.

Why It Matters

This filing indicates SCWorx Corp. has entered into a significant agreement that creates a financial obligation and has also issued new equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks without full disclosure of terms.

Key Players & Entities

• SCWorx Corp. (company) — Registrant
• July 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-37899 (filing_number) — SEC File Number
• 47-5412331 (tax_id) — IRS Employer Identification No.
• 590 Madison Avenue, 21st Floor New York, New York 10022 (address) — Principal executive office address

FAQ

Key Financial Figures

• $1,155,000 — aggregate original principal amount of $1,155,000 and an initial conversion price of $1.4
• $1.43 — ,000 and an initial conversion price of $1.43 per share, subject to adjustment as des
• $1.573 — Warrants) are exercisable at a price of $1.573 per share, all expiring five years from
• $825,000 — xpected to be $1,155,000, consisting of $825,000 in cash proceeds and the exchange of an
• $330,000 — missory Note in the principal amount of $330,000. The Company expects to use proceeds fr
• $0.292 — effect, and (ii) the greater of (x) the $0.292 floor price (subject to adjustment) and
• $1 — ies B Warrants and Series C Warrants is $1.573, subject to adjustment as described
• $1,000,000 — volume of the Common Stock is at least $1,000,000 and (iii) the Equity Conditions (as def
• $502,000 — on award in the amount of approximately $502,000 (including interest). The vendor had pr

Filing Documents

• ea0209459-8k_scworx.htm (8-K) — 56KB
• ea020945901ex4-1_scworx.htm (EX-4.1) — 506KB
• ea020945901ex10-1_scworx.htm (EX-10.1) — 339KB
• ea020945901ex10-2_scworx.htm (EX-10.2) — 309KB
• ea020945901ex10-3_scworx.htm (EX-10.3) — 164KB
• ea020945901ex10-4_scworx.htm (EX-10.4) — 212KB
• ea020945901ex10-6_scworx.htm (EX-10.6) — 23KB
• ea020945901ex10-7_scworx.htm (EX-10.7) — 31KB
• ea020945901ex10-8_scworx.htm (EX-10.8) — 73KB
• 0001213900-24-061487.txt ( ) — 2316KB
• worx-20240712.xsd (EX-101.SCH) — 3KB
• worx-20240712_lab.xml (EX-101.LAB) — 33KB
• worx-20240712_pre.xml (EX-101.PRE) — 22KB
• ea0209459-8k_scworx_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On July 12, 2024, SC Worx Corp. (the " Company ", ""Registrant", we ", " us ", " our ") entered into a Securities Purchase Agreement (" SPA ") with certain accredited investors (the " Investors "), and, pursuant to the SPA, sold to the Investors a new series of senior secured convertible notes (the " Convertible Notes ") with an aggregate original principal amount of $1,155,000 and an initial conversion price of $1.43 per share, subject to adjustment as described in the Convertible Notes, and Series A warrants (the " Series A Warrants ", Series B warrants (the " Series B Warrants ") and Series C warrants (the " Series C Warrants ") to acquire up to an aggregate amount of 4,846,158 additional shares of the Company's common stock (collectively, the " Warrants " and together with the Notes, the " Notes Offering "). The Warrants are exercisable immediately, one-third of which (the Series A Warrants) are exercisable at a price of $1.43 per share and two-thirds of which (the Series B Warrants and the Series C Warrants) are exercisable at a price of $1.573 per share, all expiring five years from the date of issuance. There is no established public trading market for the Warrants and we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system. The Notes Offering was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and that it was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation b

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report to the extent required.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities The matters described in Section 1.01 of this Current Report on Form 8-K related to the Notes Offering and the stock issuances in payment of the arbitration award are incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Series A, Series B and Series C Warrant 10.1 Form of Securities Purchase Agreement (Notes)* 10.2 Form of Senior Secured Convertible Note 10.3 Form of Registration Rights Agreement 10.4 Form of Guaranty and Security Agreement* 10.6 Form of Lock-Up Agreement 10.7 Form of Voting Agreement 10.8 Settlement Agreement with CorProminence LLC, d/b/a Core IR 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. 5

SIGNATURES

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. SCWorx Corp. By: /s/ Timothy Hannibal Timothy Hannibal CEO Dated: July 15, 2024 6

View Full Filing

View this 8-K filing on SEC EDGAR