Current Report Filing (8-k)
06 September 2022 - 12:01PM
Edgar (US Regulatory)
0001674227
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0001674227
2022-09-01
2022-09-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): September 1, 2022
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.) |
590
Madison Avenue, 21st Floor
New
York, New York 10022
(Address
of Principal Executive Offices)
(844)
472-9679
(Registrant’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 |
| Common
stock, par value $0.001 per share |
|
WORX |
|
The
Nasdaq Capital Market |
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
1.01. Entry into a Material Definitive Agreement.
On
September 1, 2022 (the “Closing Date”), SCWorx Corp., a Delaware corporation (the “Company”) entered into a Securities
Purchase Agreement (the “Securities Purchase Agreement”) with several accredited investors (the “Investors”)
for the offering, sale, and issuance (the “Offering”) by the Company of an aggregate 1,153,847 shares of its Common Stock,
$.001 par value (the “Common Stock”), As a result of the Offering, the Company received aggregate gross proceeds of $750,000.
The
Company intends to use the net proceeds from the transaction for working capital, and other general corporate purposes.
The
Common Stock, has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and is instead
being offered pursuant to the exemption provided in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder,
based on the Investor being an “accredited investor” within the meaning of said Regulation D.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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 2, 2022
| |
SCWorx
Corp. |
| |
|
|
| |
By: |
/s/
Timothy A. Hannibal |
| |
Name: |
Timothy
A. Hannibal |
| |
Title: |
Chief
Executive Officer |
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