Form 8-K

8-K — SCWorx Corp.

Accession: 0001213900-26-097750

Filed: 2026-09-04

Period: 2026-09-02

CIK: 0001674227

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — ea0304733-8k_scworx.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0304733-8k_scworx.htm · Sequence: 1

false

0001674227

2026-09-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 2, 2026

SCWorx Corp.

(Exact name of registrant as specified in its

charter)

Delaware

001-37899

47-5412331

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

35 Village Rd, Suite 100

Middleton, MA 01949

(Address of principal executive offices and

zip code)

Registrant’s telephone number, including

area code: (844) 472-9679

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

On September 2, 2026, SCWorx Corp. (the "Company") received

a letter (the "Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq")

advising the Company that it no longer satisfies the requirement of Nasdaq Listing Rule 5550(a)(4) to maintain a minimum of 500,000 publicly

held shares for continued listing on The Nasdaq Capital Market (the "Publicly Held Shares Requirement"), and that this matter

serves as an additional basis for delisting the Company’s securities from the Nasdaq. Based on the Company’s confirmation to the Staff

dated September 1, 2026, the Company had 89,782 publicly held shares. For purposes of the Nasdaq Listing Rules, publicly held shares are

total shares outstanding, less any shares held by officers, directors or beneficial owners of 10% or more of the Company’s outstanding

shares.

As previously disclosed in the Company’s Current Report on Form 8-K

filed on July 30, 2026, the Company (i) effected a 1-for-12 reverse stock split of its common stock, effective August 3, 2026 (the "Reverse

Stock Split"), to satisfy a condition imposed by the Nasdaq Hearings Panel (the "Panel") that the closing bid price of

the Company’s common stock be at or above $1.00 per share for twenty consecutive trading days on or before August 31, 2026 (as extended

by the Panel), and (ii) anticipated that the Reverse Stock Split would reduce the number of its publicly held shares below the Publicly

Held Shares Requirement.

The closing bid price of the Company’s common stock was at or above

$1.00 per share for the twenty consecutive trading days ended August 31, 2026. However, under Nasdaq Listing Rule 5810(c)(3)(A), because

the Reverse Stock Split resulted in the Company’s non-compliance with the Publicly Held Shares Requirement, the Company is not considered

to have regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"),

is not eligible for a separate compliance period with respect to the Publicly Held Shares Requirement, and will continue to be considered

non-compliant with the Bid Price Requirement until the Company regains compliance with the Publicly Held Shares Requirement and thereafter

the closing bid price of its common stock is at or above $1.00 per share for a minimum of ten consecutive business days, or such longer

period, generally not exceeding twenty consecutive business days, as the Staff may require. Accordingly, the Company currently does not

satisfy the Bid Price Requirement, the Publicly Held Shares Requirement or the MVPHS Requirement described below.

The Letter constitutes formal notification under Nasdaq Listing Rule

5810(d) that the Panel will consider this matter in its decision regarding the Company’s continued listing on The Nasdaq Capital Market,

and that the Company may present its views with respect to this additional deficiency to the Panel in writing no later than September

9, 2026. The Company intends to submit its views to the Panel by that date. The Letter has no immediate effect on the listing of the Company’s

common stock, which remains subject to the Panel’s determination.

The Company remains subject to the previously disclosed deficiency

under Nasdaq Listing Rule 5550(a)(5), which requires a minimum market value of publicly held shares of $1,000,000 (the "MVPHS Requirement"),

and for which the Staff has provided a compliance period expiring January 20, 2027.

The Company is evaluating the alternatives available to it to regain

compliance with the Publicly Held Shares Requirement, the MVPHS Requirement and the Bid Price Requirement. Because the Publicly Held Shares

Requirement and the MVPHS Requirement are each measured by reference to the number of the Company’s publicly held shares, the Company

does not believe it can regain compliance with either requirement without an increase in the number of its publicly held shares, which

would require the issuance of additional shares of common stock, and the Company will not be considered to have regained compliance with

the Bid Price Requirement until after that occurs.

As of the date of this Current Report, the Company’s board of directors

has not determined the structure, timing or terms of any such issuance, and there can be no assurance that such issuance can be completed

on acceptable terms or at all. Any such issuance would result in dilution to existing stockholders and could adversely affect the market

price of the Company’s common stock. Because the Company will not be considered to have regained compliance with the Bid Price Requirement

until after it regains compliance with the Publicly Held Shares Requirement and thereafter maintains a closing bid price of at least $1.00

per share for the period required by Nasdaq, any decline in the closing bid price below $1.00 per share would prevent the Company from

satisfying that requirement during the period in which it must do so, and the Panel may consider any such decline in determining whether

to continue the Company’s listing. In addition, as previously disclosed, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), if the Company regains

compliance with the Bid Price Requirement and the closing bid price of its common stock is thereafter below $1.00 per share for 30 consecutive

business days at any time before August 3, 2027, the Company will not be eligible for a compliance period and the Staff will issue a Staff

Delisting Determination.

There can be no assurance that the Company will regain compliance with

the Publicly Held Shares Requirement, the MVPHS Requirement or the Bid Price Requirement, that the Panel will continue the Company’s listing

or grant the Company additional time in which to regain compliance, or that the Company’s securities will remain listed on Nasdaq. If

the Company’s common stock is delisted from Nasdaq, it would be expected to trade in the over-the-counter market, subject to the availability

of one or more market makers and applicable requirements, which would likely result in reduced liquidity and reduced availability of price

quotations.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. Forward-looking statements include, but are not limited to, statements regarding the Company’s intention to submit its views

to the Nasdaq Hearings Panel, the Company’s evaluation of alternatives to regain compliance with Nasdaq’s continued listing requirements,

the Company’s belief that regaining compliance will require the issuance of additional shares of common stock, and the Company’s ability

to regain and thereafter maintain compliance with the minimum bid price, publicly held shares and market value of publicly held shares

requirements. Words such as "expects," "anticipates," "intends," "plans," "believes,"

"seeks," "estimates," "may," "will" and similar expressions identify forward-looking statements,

although not all forward-looking statements contain these words.

Forward-looking statements are based on the Company’s current expectations

and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially. These

risks and uncertainties include, among others: that the Company currently does not satisfy the minimum bid price, publicly held shares

or market value of publicly held shares requirements for continued listing on The Nasdaq Capital Market and, under Nasdaq Listing Rule

5810(c)(3)(A), will not be considered to have regained compliance with the minimum bid price requirement until it regains compliance with

the publicly held shares requirement and thereafter maintains a closing bid price of at least $1.00 per share for the period required

by Nasdaq; that the Company’s board of directors has not determined the structure, timing or terms of any issuance of additional shares

of common stock, and the Company may be unable to complete an issuance of securities to non-affiliates on acceptable terms, on the required

timetable, or at all; that any such issuance would be dilutive to existing stockholders and could cause the closing bid price of the Company’s

common stock to decline, including below $1.00 per share, which would prevent the Company from satisfying the minimum bid price requirement

within the time available and could result in the delisting of the Company’s common stock; that the Hearings Panel may determine to delist

the Company’s common stock, or may decline to grant the Company the time necessary to regain compliance, and in any event may not grant

an exception extending beyond the maximum period permitted by the Nasdaq Listing Rules; that if the Company regains compliance with the

minimum bid price requirement and its closing bid price is thereafter below $1.00 per share for 30 consecutive business days at any time

before August 3, 2027, the Company will not be eligible for a compliance period and will receive a Staff Delisting Determination; that

Nasdaq may adopt, or the Securities and Exchange Commission may approve, additional or more stringent continued listing requirements with

which the Company may be unable to comply; that delisting from Nasdaq would likely reduce the liquidity of, and the availability of price

quotations for, the Company’s common stock and could subject it to additional regulatory requirements applicable to over-the-counter securities;

that the Company may require additional financing to fund its operations; and the other risks described in the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 and in its subsequent filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which it

is made. The Company undertakes no obligation to update or revise any forward-looking statement, whether because of new information, future

events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 4, 2026

SCWorx Corp.

By:

/s/ Timothy A. Hannibal

Name:

Timothy A. Hannibal

Title:

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Cover

Sep. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 02, 2026

Entity File Number

001-37899

Entity Registrant Name

SCWorx Corp.

Entity Central Index Key

0001674227

Entity Tax Identification Number

47-5412331

Entity Incorporation, State or Country Code

Entity Address, Address Line One

35 Village Rd

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Middleton

Entity Address, State or Province

Entity Address, Postal Zip Code

01949

City Area Code

844

Local Phone Number

472-9679

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration