WORXD 8-K
SCWorx Corp. (WORXD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act: None.
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 6, 2023, SCWorx Corp. (the “Company”) held its 2023 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 have been duly elected and qualified. Each nominee received the following votes:
| Director Name | For | Withheld | Broker Non-Votes | |||||||||
| Timothy A. Hannibal | 2,050,503 | 297,687 | ||||||||||
| Alton Irby | 1,969,378 | 378,812 | ||||||||||
| Steven Horowitz | 1,988,994 | 359,196 | ||||||||||
| 5,787,542 | ||||||||||||
No votes were cast “against" any nominee.
Proposal No. 2 –To effect a reverse stock split of the Company’s common stock.
| For | Against | Abstain/Withheld | Broker Non-Votes | |||
| 7,274,410 | 854,550 | 6,772 |
Proposal No. 3 — 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/Withheld | Broker Non-Votes | |||
| 1,812,492 | 331,754 | 203,944 | 5,787,542 |
Proposal No. 4 –To ratify the selection of BF Borgers CPA PC as the Company’s independent auditors for the year ended December 31, 2023.
| For | Against | Abstain/Withheld | Broker Non-Votes | |||
| 7,484,828 | 611,050 | 39,854 |
The results reported above are final voting results.
Item 8.01. Other Events.
On October 6, 2023, following the above referenced stockholder approval, the Company amended its certificate of incorporation to implement a 1 for 15 reverse split of its common stock. The effect of the reverse stock split is to combine every 15 shares of outstanding common stock into one share of common stock. The reverse stock split is anticipated to be effective at the opening of the trading day on October 11, 2023. The Company implemented the reverse stock split in an effort to achieve compliance with the Nasdaq Stock Market’s minimum bid price rule. In order for the Company to regain compliance with such Nasdaq rule, the Company’s common stock must trade at or above $1.00 per share for ten consecutive trading days. Although the Company expects that it will, as a result of the reverse stock split, regain compliance with the Nasdaq’s minimum bid price rule, there is no assurance that the Company will in fact be able to regain compliance. If the Company is not able to regain compliance, the Company’s common stock will be delisted from the Nasdaq Stock Market.
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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: October 10, 2023
| SCWorx Corp. | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Chief Executive Officer | |
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