SCWorx Corp. Files 8-K for Equity Sale

TL;DR

SCWorx sold equity on 11/18, filing 8-K.

AI Summary

SCWorx Corp. entered into a material definitive agreement on November 18, 2024, related to the unregistered sale of equity securities. The company, formerly known as Alliance MMA, Inc., is incorporated in Delaware and has its principal executive offices in Tampa, Florida.

Why It Matters

This filing indicates SCWorx Corp. is engaging in a transaction involving the sale of its equity, which could impact its capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, carrying inherent risks for investors.

Key Players & Entities

• SCWorx Corp. (company) — Registrant
• Alliance MMA, Inc. (company) — Former company name
• November 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Tampa, FL (location) — Principal executive offices

FAQ

Key Financial Figures

• $200,000 — ny's common stock for gross proceeds of $200,000. The warrants are exercisable at a pric
• $0.86 — warrants are exercisable at a price of $0.86 per share, subject to certain adjustmen

Filing Documents

• ea0222374-8k_scworx.htm (8-K) — 39KB
• ea022237401ex10-1_scworx.htm (EX-10.1) — 396KB
• ea022237401ex10-2_scworx.htm (EX-10.2) — 164KB
• 0001213900-24-101714.txt ( ) — 906KB
• worx-20241118_lab.xml (EX-101.LAB) — 33KB
• worx-20241118_pre.xml (EX-101.PRE) — 22KB
• worx-20241118.xsd (EX-101.SCH) — 3KB
• ea0222374-8k_scworx_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Between November 18, 2024 and November 19, 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 an aggregate 232,558 shares of its common stock, $.001 par value, and warrants to acquire up to an aggregate 232,558 additional shares of the Company's common stock for gross proceeds of $200,000. The warrants are exercisable at a price of $0.86 per share, subject to certain adjustments, and expire five years from the dates of issuance. 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 by the Company or its representatives. The Company intends to use the net proceeds from the transaction for working capital, and other general corporate purposes. Warrants The exercise price of the warrants is $0.86 per share, subject to adjustment as described below. The warrants are immediately exercisable. And have a term of five years from the issuance dates. The Warrants are also exercisable on a cashless basis at any time the registration giving effect to the exercise, the holder or any of its affiliates would be the beneficial owner as determined in accordance with the rules of the SEC of in excess of 4.99% of our outstanding shares of common stock. The exercise price is subject to adjustment for stock splits, combinations or similar events, and, in such event, the number of shares issuable upon the exercise of the warrant

02

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 puwblic offering.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Warrant 10.3 Form Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company's 8-K filed with the SEC on July 16, 2024) 104 Cover Page Interactive Data File (formatted as Inline XBRL). 2

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. Dated: November 22, 2024 SCWorx Corp. By: /s/ Timothy A. Hannibal Name: Timothy A. Hannibal Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR