SCWorx Seeks Massive Share Increase, Dilution Ahead of Dec. 8 Meeting

TL;DR

**WORX is gearing up for massive dilution to fund operations and incentives; existing shareholders should brace for impact.**

AI Summary

SCWorx Corp. (WORX) is holding its Annual Meeting on December 8, 2025, to address several critical proposals aimed at bolstering its financial flexibility and governance. Key proposals include the election of four directors, an advisory vote on executive compensation, and the ratification of Astra Audit & Advisory, LLC as the independent auditor for fiscal year 2025. Significantly, the company seeks shareholder authorization for multiple issuances of common stock, potentially exceeding 20% of outstanding shares, at prices below the Nasdaq Minimum Price, to facilitate warrant exercises and convertible note conversions. This includes shares from a January 21, 2025 Securities Purchase Agreement, Series A Warrants from September 17, 2025 inducement agreements, and up to $1,500,000 in future convertible promissory notes and 30,000,000 common stock purchase warrants. Furthermore, SCWorx proposes to increase its authorized shares from 45,000,000 to 155,000,000, with 150,000,000 designated as common stock, and to approve a 2025 Equity Incentive Plan. These measures collectively indicate a strategic push for capital raising and employee incentives, alongside a substantial potential for share dilution.

Why It Matters

This DEF 14A filing reveals SCWorx's aggressive strategy to raise capital and incentivize employees, but at a potentially significant cost to existing shareholders through substantial dilution. Authorizing the issuance of shares exceeding 20% of outstanding common stock at below-market prices, coupled with a proposed 244% increase in authorized shares, could severely depress per-share value. For investors, this signals a high-risk, high-reward scenario, where the company is prioritizing growth and operational funding over immediate shareholder value protection. Competitively, this capital infusion could enable SCWorx to invest in its SaaS and cloud technology offerings, potentially enhancing its position in the healthcare supply chain management sector, but the market will scrutinize the execution and impact on profitability.

Risk Assessment

Risk Level: high — The filing explicitly details proposals to authorize the issuance of common stock in amounts equal to or in excess of 20% of outstanding shares at prices below the Minimum Price, for three separate warrant and convertible note agreements. This, combined with a proposed increase in authorized shares from 45,000,000 to 155,000,000 (a 244% increase), indicates a high likelihood of significant shareholder dilution, directly impacting per-share value and ownership percentage.

Analyst Insight

Investors should carefully evaluate the potential for substantial dilution from the proposed stock issuances and authorized share increase. Consider the long-term growth prospects against the immediate impact on share value. Existing shareholders might consider reducing their position or hedging, while new investors should approach with extreme caution, awaiting clearer financial performance and a less dilutive capital strategy.

Key Numbers

• December 8, 2025 — Annual Meeting Date (Date shareholders will vote on critical proposals)
• 4 — Number of Directors to be Elected (Board composition for the upcoming term)
• 20% — Threshold for Nasdaq Listing Rule 5635(d) (Percentage of outstanding common stock that triggers shareholder approval for issuances below Minimum Price)
• 45,000,000 — Current Authorized Shares (Proposed to be increased to 155,000,000)
• 155,000,000 — Proposed Authorized Shares (Significant increase from current 45,000,000, with 150,000,000 as Common Stock)
• 12,105,650 — Common Stock Outstanding on Record Date (Shares outstanding on October 10, 2025, for voting eligibility)
• 1,138,730 — Series A Preferred Stock (as converted) (Additional common stock equivalent shares outstanding on October 10, 2025)
• October 10, 2025 — Record Date for Annual Meeting (Date determining shareholder eligibility to vote)
• 2025 — Equity Incentive Plan Year (New plan proposed for shareholder approval)
• January 21, 2025 — Date of Securities Purchase Agreement (Agreement related to one of the warrant issuance proposals)

Key Players & Entities

• SCWorx Corp. (company) — Registrant seeking shareholder approval for proposals
• Timothy A. Hannibal (person) — Chief Executive Officer and Director Nominee
• Vincent Matozzo (person) — Director Nominee, CEO and Managing Partner of Paradigm Venture Group
• Michael Burke (person) — Director Nominee, former EVP and CFO of Prisma Health
• Troy Kirchenbauer (person) — Director Nominee, Senior Vice President, Digital Supply at Vizient Inc.
• Astra Audit & Advisory, LLC (company) — Proposed independent registered public accounting firm
• Nasdaq (regulator) — Listing Rule 5635(d) compliance
• Securities and Exchange Commission (regulator) — SEC rules and regulations
• $1,500,000 (dollar_amount) — Maximum value of convertible promissory notes for future issuance
• 30,000,000 (dollar_amount) — Number of common stock purchase warrants for future issuance

FAQ

Risk Factors

• Potential for Significant Share Dilution [high — financial]: The company is seeking authorization to issue shares exceeding 20% of outstanding stock, potentially at prices below the Nasdaq Minimum Price. This includes shares from a January 21, 2025 Securities Purchase Agreement, Series A Warrants from September 17, 2025, and future convertible notes and warrants. The proposed increase in authorized shares from 45,000,000 to 155,000,000 further enables substantial dilution.
• Compliance with Nasdaq Listing Rules [medium — regulatory]: Several proposals require shareholder authorization to issue shares in excess of 20% of outstanding stock at prices below the Nasdaq Minimum Price, specifically to comply with Nasdaq Listing Rule 5635(d). Failure to obtain this authorization could impact the company's Nasdaq listing.
• Reliance on Future Capital Infusions [medium — financial]: The company's strategy involves significant future capital raising through convertible notes and warrant exercises, as evidenced by the proposals to authorize share issuances for up to $1,500,000 in convertible notes and 30,000,000 common stock purchase warrants. This indicates a reliance on external financing to meet operational and growth objectives.

Industry Context

SCWorx Corp. operates in the healthcare technology sector, focusing on solutions for patient identification, revenue cycle management, and data analytics. This sector is characterized by rapid technological advancements, increasing regulatory scrutiny, and a competitive landscape with both established players and emerging startups vying for market share.

Regulatory Implications

The company's proposals to issue shares below the Nasdaq Minimum Price and in excess of 20% of outstanding shares are directly tied to Nasdaq Listing Rule 5635(d). Failure to secure shareholder approval for these issuances could jeopardize the company's compliance with Nasdaq listing requirements.

What Investors Should Do

1. Review the potential for significant share dilution.
2. Assess the company's reliance on future financing.
3. Understand the implications of Nasdaq Rule 5635(d) compliance.

Key Dates

• 2025-12-08: Annual Meeting of Shareholders — Shareholders will vote on critical proposals including director elections, executive compensation, auditor ratification, and significant share issuances and increases in authorized shares.
• 2025-10-10: Record Date for Annual Meeting — Determines which shareholders are eligible to vote at the Annual Meeting.
• 2025-01-21: Securities Purchase Agreement — This agreement is the basis for one of the proposals to authorize share issuances upon warrant exercise.
• 2025-09-17: Series A Warrant Inducement Agreements — These agreements are the basis for another proposal to authorize share issuances upon warrant exercise.
• 2024-12-31: Fiscal Year End — The company is seeking ratification of its auditor for the fiscal year ending on this date.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit shareholder votes for an upcoming meeting. (This document outlines the proposals and information shareholders need to make informed voting decisions at the SCWorx Corp. annual meeting.)

Nasdaq Rule 5635(d)

A Nasdaq listing rule that generally requires shareholder approval for the issuance of securities if the stock is to be issued at a price below the market price or at a price that would result in a change in control of the issuer. (SCWorx Corp. is seeking shareholder authorization under this rule for several share issuance proposals that involve prices below the minimum and exceed 20% of outstanding shares.)

Minimum Price

Refers to the minimum price per share required by Nasdaq for the issuance of securities, often related to listing rules. (The company is proposing to issue shares at prices below this 'Minimum Price', necessitating shareholder approval under Nasdaq Rule 5635(d).)

Common Stock

Represents ownership in a corporation and entitles the shareholder to voting rights and a share of profits. (The company is proposing to increase the number of authorized common stock shares and to issue new shares of common stock.)

Warrants

A type of security that gives the holder the right, but not the obligation, to purchase a company's stock at a specific price (the exercise price) on or before a certain date. (The company is seeking authorization to issue shares upon the exercise of existing and future warrants, which could lead to significant dilution.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity (stock) in the issuing company. (The company plans to issue new convertible promissory notes and seeks authorization for the potential issuance of shares upon their conversion.)

Share Dilution

The reduction in the ownership percentage of a shareholder when a company issues new shares. (The proposed share issuances and increase in authorized shares carry a significant risk of share dilution for existing shareholders.)

Year-Over-Year Comparison

This filing indicates a significant shift in SCWorx Corp.'s capital strategy compared to previous periods, with a strong focus on raising capital through equity issuances and debt conversions. The substantial increase in authorized shares from 45,000,000 to 155,000,000 and the proposals for large-scale share issuances suggest a proactive, albeit dilutive, approach to financial flexibility. New risks related to Nasdaq listing compliance and significant dilution are prominently featured.

Key Financial Figures

• $0.001 — ance of shares of Company common stock, $0.001 par value (“Common Stock”),
• $1,500,000 — mmon Stock upon (i) conversion of up to $1,500,000 in convertible promissory notes and (ii
• $3.5b — , a publicly traded technology company ($3.5b market cap) focused on cloud services a
• $230 billion — played a pivotal role in managing over $230 billion in healthcare supply spend, consolidati
• $50 million — antial business growth, delivering over $50 million in new revenue within a few years. Mr

Filing Documents

• ea0262052-def14a_scworx.htm (DEF 14A) — 822KB
• 0001213900-25-101937.txt ( ) — 823KB

From the Filing

DEF 14A 1 ea0262052-def14a_scworx.htm DEFINITIVE PROXY STATEMENT. UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to §240.14a-12. SCWORX CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 SCWORX CORP. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held On December 8, 2025 You are hereby notified that the annual meeting of shareholders of SCWorx Corp. (“Annual Meeting”) (the “Company”), will be held at 9:00 AM Eastern on December 8, 2025 at the Regus conference room at 35 Village Rd, Suite 100 Middleton, MA 01949, for the following purposes: 1. To elect four directors to serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified; 2. To consider and vote, on a non-binding, advisory basis, upon the compensation of those of our executive officers listed in the Summary Compensation Table appearing elsewhere in this proxy to Item 402 of Regulation S-K; 3. To ratify the selection of Astra Audit & Advisory, LLC as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025; 4. To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d) (“Nasdaq Rule 5635(d)”), the issuance of shares of Company common stock, $0.001 par value (“Common Stock”), upon exercise of all the common stock purchase warrants (including the issuance of shares of Common Stock upon the operation ofanti-dilution and other adjustment provisions contained in such warrants), issued pursuant to the terms of that certain Securities Purchase Agreement, dated January 21, 2025, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the number of outstanding shares of Common Stock, at prices below the Minimum Price (defined below); 5. To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Rule 5635(d) (“Rule 5635(d)”), the issuance of shares of our Common Stock, upon exercise of the Company’s Series A common stock purchase warrants (the “Series A Warrants”), issued to certain holders (each, a “Holder”) pursuant to certain warrant inducement agreements, dated as of September 17, 2025, by and between the Company and each Holder (including the issuance of shares of Common Stock upon the operation ofanti-dilution and other adjustment provisions contained in such warrants), in an amount equal to or in excess of 20% of the number of outstanding shares of Common Stock, at prices below the Minimum Price; 6. To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Rule 5635(d), the issuance of shares of our Common Stock upon (i) conversion of up to $1,500,000 in convertible promissory notes and (ii) exercise of common stock purchase warrants to purchase up to 30,000,000 shares of Common Stock to be issued by us (including any amortization payments made to the holders of such convertible promissory notes in the form of issuance of shares of Common Stock and upon the operation ofanti-dilution and other adjustment provisions contained in such convertible promissory notes and warrants), on substantially the same terms as the convertible promissory notes and common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated January 21, 2025, except for the terms described herein, to be entered into pursuant to the terms of a Securities Purchase Agreement at a future date (the “Issuance Proposal”), by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of our Common Stock outstanding before entering into such Agreement for the issuance of such stock and warrants and at prices below the Minimum Price; 7. To consider and vote upon a proposed amendment of the Company’s certificate of incorporation to increase the number of authorized shares 45,000,000 shares to155,000,000 shares, of which 150,000,000 shares will be authorized Common Stock; 8. To consider and vote upon the Company’s 2025 Equity Incentive Plan; and 9. To consider and act upon such other business as may properly come before the me

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View this DEF 14A filing on SEC EDGAR