SCWorx Corp. Files S-1 Registration Statement

TL;DR

SCWorx filed an S-1, looks like they're prepping to sell more stock.

AI Summary

SCWorx Corp. filed an S-1 registration statement on February 13, 2025, to register an unspecified number of securities. The company, formerly known as Alliance MMA, Inc., is incorporated in Delaware and has its principal executive offices in Tampa, Florida. Timothy Hannibal serves as President & Chief Executive Officer.

Why It Matters

This S-1 filing indicates SCWorx Corp. is preparing to offer new securities to the public, which could impact its capital structure and stock availability.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate actions like stock offerings, which can introduce volatility and dilution risk.

Key Numbers

• 333-284893 — SEC Registration Number (Identifies this specific registration filing)
• 20250213 — Filing Date (Date the S-1 was officially submitted)

Key Players & Entities

• SCWorx Corp. (company) — Registrant
• Alliance MMA, Inc. (company) — Former company name
• Timothy Hannibal (person) — President & Chief Executive Officer
• February 13, 2025 (date) — Filing date
• 333-284893 (registration_number) — SEC Registration Number

FAQ

Key Financial Figures

• $1.30 — Stock on the Nasdaq Capital Market was $1.30 per share. Investing in our common sto
• $0 — en accounted for at predecessor cost of $0. To facilitate the planned acquisition
• $1,250,000 — o November 2018, SCWorx Corp. collected $1,250,000 in subscriptions and issued 3,125 share
• $17,000,000 — receive proceeds of up to approximately $17,000,000 from the exercise of warrants to purcha
• $60.00 — ding warrants with an exercise price of $60.00 per share; Private Placement of Notes

Filing Documents

• ea0230875-s1_scworxcorp.htm (S-1) — 381KB
• ea023087501ex5-1_scworxcorp.htm (EX-5.1) — 27KB
• ea023087501ex23-1_scworxcorp.htm (EX-23.1) — 3KB
• ea023087501ex-fee_scworxcorp.htm (EX-FILING FEES) — 26KB
• ex5-1_001.jpg (GRAPHIC) — 15KB
• ex23-1_001.jpg (GRAPHIC) — 5KB
• ex23-1_002.jpg (GRAPHIC) — 2KB
• ex23-1_003.jpg (GRAPHIC) — 8KB
• 0001213900-25-013187.txt ( ) — 481KB

Use of Proceeds

Use of Proceeds 21 Dividend Policy 21 Selling Stockholders 21 Plan of Distribution 24 Management’s Discussion and Analysis of Financial Condition and Results of Operation 26

Business

Business 26 Description of Our Capital Stock 27

Legal Proceedings

Legal Proceedings 28 Directors, Executive Officers and Corporate Governance 28

Executive Compensation

Executive Compensation 28

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30 Certain Relationships and Related Transactions 30 Legal Matters 30 Experts 30 Where You Can Find More Information 30 Incorporation of Certain Information by Reference 31 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information” in this prospectus. Neither we nor the Selling Stockholders have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy a

Forward-looking statements

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking forms a part. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to: our ability to secure new data management contracts as well as renewals of existing contracts; our ability to obtain additional financing in sufficient amounts or on acceptable terms when required; our dependence on third-party subcontractors to perform some of the work on our contracts; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters. Although we believe that the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. In light of inherent risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occ

Use of proceeds

Use of proceeds The Selling Stockholders will receive all of the proceeds from the sale of the shares offered for sale by it under this prospectus. We will not receive proceeds from the sale of the shares of our Common Stock by the Selling Stockholders through this prospectus. However, we may receive proceeds of up to approximately $17,000,000 from the exercise of warrants to purchase shares of our Common Stock by the Selling Stockholders, depending upon whether the Warrants are exercised on a cashless basis, which the investors are entitled to do under specified conditions. We intend to use any proceeds that we receive from the Selling Stockholders through the exercise of warrants to purchase Common Stock for working capital and general corporate purposes. See “Use of Proceeds” on page 21 for more information.

Risk factors

Risk factors Investing in our securities involves a high degree of risk. As an investor you should be prepared to lose your entire investment See “Risk Factors” beginning on page 8. 3 The number of shares of common stock to be outstanding prior to and after this offering excludes: a total of 447,303 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock; a total of 122,274 shares of common stock issuable upon vesting of restricted stock units; a total of 9,101 shares of common stock issuable upon the exercise of outstanding warrants with an exercise price of $60.00 per share; Private Placement of Notes and Warrants Dated July 16, 2024 On July 12, 2024, SC Worx Corp. the Company entered into a Securities Purchase Agreement (“SPA”) with certain a

View Full Filing

View this S-1 filing on SEC EDGAR