SCWorx Corp 8-K, filed Dec 23, 2024
SCWorx Corp. (WORX)
About this 8-K
SCWorx Corp filed this 8-K on December 23, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 23, 2024, SCWorx Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The results of the stockholder voting at the Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors.
The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Each nominee received the following votes:
| Director Name | For | Withheld | Broker Non-Votes | |||||||||
| Timothy A. Hannibal | 487,808 | 36,723 | ||||||||||
| Vincent Matozzo | 468,802 | 36,694 | ||||||||||
| Michael Burke | 487,904 | 55,729 | ||||||||||
| Troy Kirchenbauer | 487,837 | 36,627 | ||||||||||
| 484,928 | ||||||||||||
Proposal No. 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 in the proxy statement, or our named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K
| For | Against | Abstain | Broker Non-Votes | |||
| 495,411 | 28,751 | 368 | 428,928 |
Proposal No. 3 –To ratify the selection of Astra Audit & Advisory, LLC as the Company’s independent auditors for the year ended December 31, 2024.
| For | Against | Abstain | Broker Non-Votes | |||
| 953,966 | 52,608 | 2,885 |
Proposal No. 4 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.001 per share (“Common Stock”) upon (i) conversion of convertible promissory notes and (ii) exercise of common stock purchase warrants issued by us (including any amortization payments made to the holders of convertible promissory notes in the form of the issuance of shares of Common Stock and upon the operation of anti-dilution and other adjustment provisions contained in such convertible promissory notes and warrants), in each case pursuant to the terms of that certain Securities Purchase Agreement, dated July 16, 2024 (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 the issuance of such stock and warrants and at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 483,413 | 40,665 | 453 | 484,928 |
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Proposal No. 5 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock pursuant to a certain settlement agreement dated July 15, 2024 (the “Settlement Agreement”) in an amount which may be equal to or in excess of 20% of our Common Stock outstanding before the issuance of such stock and at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 485,443 | 38,646 | 442 | 494,928 |
Proposal No. 6 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock pursuant to the exercise of common stock purchase warrants issued by us (including the issuance of shares of Common Stock upon the operation of anti-dilution and other adjustment provisions contained in such warrants) pursuant to the terms of that certain Securities Purchase Agreement, dated November 19, 2024 (the “Private Investment”), by and among the Company and the investors named therein in an amount, which when coupled with shares of common stock issued in the Private Offering, will be equal to or in excess of 20% of our Common Stock outstanding as of July 16, 2024 and at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 482,354 | 41,727 | 450 | 484,928 |
Proposal No. 7 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock upon (i) conversion of up to $1,500,000 of convertible promissory notes and (ii) exercise of common stock purchase warrants to purchase up to 1,500,000 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 of anti-dilution and other adjustment provisions contained in such convertible promissory notes and warrants) on the same terms as the convertible promissory notes and common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated July 16, 2024, except for the terms described herein, to be entered into on a date within 60 days of the Annual Meeting (the “Second Issuance Proposal”), in an amount equal to or in excess of 20% of our Common Stock outstanding as of July 16, 2024 and at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 483,524 | 40,771 | 236 | 484,928 |
Proposal No. 8 – To consider and vote upon a proposed amendment of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio to be determined by our board of directors, in its discretion, but within the range of 1/2 and 1/15, if the minimum bid price of $1.00 is not maintained and the company receives a notice of deficiency from Nasdaq.
| For | Against | Abstain | Broker Non-Votes | |||
| 891,037 | 117,733 | 689 |
The results reported above are final voting results.
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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: December 23, 2024
| SCWorx Corp. | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Chief Executive Officer | |
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