WORXD 8-K
SCWorx Corp. (WORXD)
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 8, 2025, SCWorx Corp. (the “Company”) held its 2025 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 | 2,048,885 | 327,221 | ||||||||||
| Troy Kirchenbauer | 2,329,292 | 46,814 | ||||||||||
| Vincent Matozzo | 2,041,052 | 335,054 | ||||||||||
| Michael Burke | 2,329,159 | 46,947 | ||||||||||
| 3,435,939 | ||||||||||||
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 | |||
| 2,038,287 | 331,503 | 6,316 | 3,435,939 |
Proposal No. 3 –To ratify the selection of Astra Audit & Advisory, LLC as the Company’s independent auditors for the year ended December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,275,216 | 410,272 | 126,557 |
Proposal No. 4 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d) (“Nasdaq Rule 5635(d)”), the issuance of shares of Company common stock, $0.001 par value (“Common Stock”), upon exercise of all the common stock purchase warrants (including the issuance of shares of Common Stock upon the operation of anti-dilution and other adjustment provisions contained in such warrants), issued pursuant to the terms of that certain Securities Purchase Agreement, dated January 21, 2025, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the number of outstanding shares of Common Stock, at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 2,000,544 | 375,208 | 354 | 3,435,939 |
Proposal No. 5 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Rule 5635(d) (“Rule 5635(d)”), the issuance of shares of our Common Stock, upon exercise of the Company’s Series A common stock purchase warrants (the “Series A Warrants”), issued to certain holders (each, a “Holder”) pursuant to certain warrant inducement agreements, dated as of September 17, 2025, by and between the Company and each Holder (including the issuance of shares of Common Stock upon the operation of anti-dilution and other adjustment provisions contained in such warrants), in an amount equal to or in excess of 20% of the number of outstanding shares of Common Stock, at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 2,005,323 | 370,329 | 454 | 3,435,939 |
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Proposal No. 6 – To consider and vote upon a proposal to authorize, for purposes of complying with Nasdaq Rule 5635(d), the issuance of shares of our Common Stock upon (i) conversion of up to $1,500,000 in convertible promissory notes and (ii) exercise of common stock purchase warrants to purchase up to 30,000,000 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 substantially the same terms as the convertible promissory notes and common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated January 21, 2025, except for the terms described herein, to be entered into pursuant to the terms of a Securities Purchase Agreement at a future date (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 entering into such Agreement for the issuance of such stock and warrants and at prices below the Minimum Price.
| For | Against | Abstain | Broker Non-Votes | |||
| 2,000,091 | 375,541 | 474 | 3,435,939 |
Proposal No. 7 – To consider and vote upon a proposed amendment of the Company’s certificate of incorporation to increase the number of authorized shares from 50,000,000 shares to 155,000,000 shares, of which 150,000,000 shares will be authorized Common Stock.
| For | Against | Abstain | Broker Non-Votes | |||
| 2,002,411 | 373,620 | 75 | 3,435,939 |
Proposal No. 8 – To consider and vote upon the Company’s 2025 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 2,021,872 | 352,955 | 1,279 | 3,435,939 |
The results reported above are final voting results.
Item 8.01. Other Events.
On December 10, 2025, following the above referenced stockholder approval, the Company amended its certificate of incorporation to increase the number of authorized shares from 50,000,000 shares to 155,000,000 shares, consisting of 150,000,000 shares authorized as Common Stock and 5,000,000 shares authorized as Preferred Stock.
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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 10, 2025
| SCWorx Corp. | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Chief Executive Officer | |
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