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

TL;DR

SCWorx dropped an 8-K: new deal, new debt, sold stock. Big moves happening.

AI Summary

SCWorx Corp. filed an 8-K on January 23, 2025, reporting on events from January 21, 2025. The filing indicates the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The company, formerly Alliance MMA, Inc., is incorporated in Delaware and headquartered in New York.

Why It Matters

This 8-K filing signals significant corporate actions including new agreements, financial obligations, and the issuance of stock, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• SCWorx Corp. (company) — Registrant
• Alliance MMA, Inc. (company) — Former company name
• January 21, 2025 (date) — Earliest event reported date
• January 23, 2025 (date) — Filing date
• 260 Madison Avenue, 8th Floor New York, New York 10016 (address) — Principal executive address

FAQ

Key Financial Figures

• $1,500,000 — aggregate original principal amount of $1,500,000 and an initial conversion price of $1.2
• $1.25 — ,000 and an initial conversion price of $1.25 per share, subject to adjustment as des
• $1.375 — Warrants) are exercisable at a price of $1.375 per share, all expiring five years from
• $0.3496 — effect, and (ii) the greater of (x) the $0.3496 floor price (subject to adjustment) and
• $1 — ies B Warrants and Series C Warrants is $1.375, 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

Filing Documents

• ea0228451-8k_scworx.htm (8-K) — 55KB
• ea022845101ex4-1_scworx.htm (EX-4.1) — 595KB
• ea022845101ex10-1_scworx.htm (EX-10.1) — 315KB
• ea022845101ex10-2_scworx.htm (EX-10.2) — 310KB
• ea022845101ex10-4_scworx.htm (EX-10.4) — 213KB
• ea022845101ex10-5_scworx.htm (EX-10.5) — 52KB
• ea022845101ex10-6_scworx.htm (EX-10.6) — 23KB
• 0001213900-25-005655.txt ( ) — 2109KB
• worx-20250121.xsd (EX-101.SCH) — 3KB
• worx-20250121_lab.xml (EX-101.LAB) — 33KB
• worx-20250121_pre.xml (EX-101.PRE) — 22KB
• ea0228451-8k_scworx_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 21, 2025, 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 $1,500,000 and an initial conversion price of $1.25 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 7,200,000 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 $1.25 per share and two-thirds of which (the Series B Warrants and the Series C Warrants) are exercisable at a price of $1.375 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 solicitatio

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. 4

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 Securities Purchase Agreement (Notes)* 10.2 Form of Senior Secured Convertible Note * 10.3 Registration Rights Agreement dated July 16, 2024 (Incorporated by reference to Exhibit 10.5 on the Company's Form 8-K filed with the SEC on July 16, 2024) 10.4 Guaranty and Security Agreement* 10.5 Amendment and Consent, dated as of November 18, 2024* 10.6 Form of Lock-Up Agreement * 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: January 22, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR