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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37899

SCWORX CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		47-5412331
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~100~~ S35 ~~Ashley~~Village DrRoad, Suite 100

~~Tampa~~ Middleton, FLMA ~~33602~~01949

(~~212~~844) ~~739~~472-~~7825~~9679

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Name~~Trading ~~of each exchange on which registered~~Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	The Nasdaq Capital Market
Common stock, $0.001 par value per share	WORX	Nasdaq Capital Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based-compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ☐ No ☒

As of June 30, ~~2024~~2025, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $2.37 million, based on the last reported trading price of the Common Stock on that date, as reported on the Nasdaq Capital Market.

The number of shares outstanding of the registrant’s common stock as of March 31, ~~2025~~2026 was 215,~~105~~999,~~755~~423.

SCWORX CORP.

ANNUAL

REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

		Page no
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	19
Item 1C.	Cybersecurity	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	2019
Item 4.	Mine Safety Disclosures	2019
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2120
Item 6.	[Reserved]	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3231
Item 8.	Financial Statements and Supplementary Data	3231
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3231
Item 9A.	Controls and Procedures	32
Item 9B.	Other Information	3332
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	3332
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3433
Item 11.	Executive Compensation	3736
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	3938
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3938
Item 14.	Principal Accountant Fees and Services	4039
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	4241
	Signatures	4342
	Index to Consolidated Financial Statements	F-1
	Index to Exhibits	4443

Cautionary Statement Regarding Forward-Looking Statements

Certain statements that we make from time to time, including statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements. These statements, among other things, relate to our business strategy, goals and expectations concerning our services, future operations, prospects, plans and objectives of management. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, and similar terms and phrases are used to identify forward-looking statements in this presentation.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Annual Report on Form 10-K include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, and operating expenses.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Annual Report on Form 10-K. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to our ability to:

●

reverse the recent decline in our revenue and resume growing our revenue;

● resolve the various litigation proceedings and investigations pending against us on favorable terms or at all;

●

obtain additional financing in sufficient amounts or on acceptable terms so that we can fund our business plan;

●

reduce our dependence on third-party subcontractors to perform some of the work on our contracts;

●

mitigate the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business;

●

adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; and

●

mitigate the impact of changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

Although we believe that the expectations reflected in the forward-looking statements contained in this Annual Report on Form 10-K are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. In light of inherent risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Annual Report on Form 10-K.

You should read this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

All references to “SCWorx,” “we,” “us,” “our” or the “Company” mean SCWorx Corp., a Delaware corporation, and where appropriate, its wholly owned subsidiaries.

PART I

Item 1. Business

Corporate Information

SCWorx, LLC (n/k/a SCW FL Corp.) (“SCW LLC”) was a privately held limited liability company which was organized in Florida on November 17, 2016. On December 31, 2017, SCW LLC acquired Primrose Solutions, LLC (“Primrose”), a Delaware limited liability company, which became its wholly-owned subsidiary and focused on developing functionality for the software now used and sold by SCWorx Corp. (the “Company” or “SCWorx”). The majority interest holders of Primrose were interest holders of SCW LLC and based upon Staff Accounting Bulletin Topic 5G, the technology acquired has been accounted for at predecessor cost of $0. To facilitate the planned acquisition by Alliance MMA, Inc., a Delaware corporation (“Alliance”), on June 27, 2018, SCW LLC merged with and into a newly-formed entity, SCWorx Acquisition Corp., a Delaware corporation (“SCW Acquisition”), with SCW Acquisition being the surviving entity. Subsequently, on August 17, 2018, SCW Acquisition changed its name to SCWorx Corp. In June 2018, the Company began to collect subscriptions for common stock. From June to November 2018, the Company collected $1,250,000 in subscriptions and issued 3,125 shares of common stock to new third-party investors. On November 30, 2018, the Company and certain of its stockholders agreed to cancel 6,510 shares of common stock. In addition, on February 1, 2019, (i) SCWorx Corp. (f/k/a SCWorx Acquisition Corp.) changed its name to SCW FL Corp. (to allow Alliance to change its name to SCWorx Corp.) and (ii) Alliance acquired SCWorx Corp. (n/k/a SCW FL Corp.) in a stock-for-stock exchange transaction and changed Alliance’s name to SCWorx Corp., which is the Company’s current name, with SCW FL Corp. becoming the Company’s subsidiary.

We are a Delaware corporation. Our principal executive offices are located at ~~100~~35 SVillage ~~Ashley Dr~~Road, Suite 100, ~~Tampa~~Middleton, FLMA ~~33602~~01949. Our phone number is (844) 472-9679 and ~~our~~ our website can be found at www.scworx.com.

In this Annual Report, the terms “SCWorx”, “Alliance,” “Alliance MMA,” the “Company,” “we,” “us” and “our” refer to SCWorx, Corp. (f/k/a Alliance MMA, Inc.). Unless specified otherwise, the historical financial results in this Annual Report are those of SCWorx and its subsidiaries on a consolidated basis.

Our Business

SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers, as well as big data analytics for the healthcare industry.

SCWorx has developed and markets health ~~care~~ information technology solutions and associated services that improve healthcare processes and information flow within hospitals ~~and other healthcare facilities~~. SCWorx’s software platform enables a healthcare ~~provider~~providers to simplify, repair, and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”). Customers use our software to achieve multiple operational benefits, such as supply chain cost reductions, decreased accounts receivables aging, accelerated and completed patient billing in less than 72 hours, contract optimization, increased supply chain management and total cost visibility via dynamic AI connections that automatically structures, repairs, synchronizes and maintains purchasing (“MMIS”), Clinical (“EMR”) and finance (“CDM”) systems. SCWorx’s ~~customers~~solutions ~~include~~are ~~some~~designed ofto ~~the~~improve ~~most prestigious healthcare organizations in~~ the ~~United~~flow ~~States.~~of ~~SCWorx~~information ~~offers an~~quickly ~~advanced~~and ~~software~~accurately ~~solution~~between ~~for~~ the ~~management~~existing ofsupply ~~health care providers’ foundational business applications~~chain, ~~empowering~~electronic ~~its~~medical ~~customers to significantly reduce costs~~records, ~~drive better~~ clinical ~~outcomes~~systems, and ~~enhance~~patient ~~their~~billing ~~revenue~~functions. ~~SCWorx~~The ~~supports the interrelationship between~~software ~~the~~is ~~three~~designed ~~core~~to ~~healthcare~~achieve ~~provider~~multiple ~~systems:~~operational ~~Supply~~benefits ~~Chain,~~such ~~Financial~~as ~~and~~supply ~~Clinical.~~chain ~~This~~cost ~~solution~~reductions, ~~integrates~~decreased ~~common~~accounts ~~keys~~receivables ~~within~~aging, ~~distinct~~accelerated and ~~variable~~more ~~databases~~accurate ~~that~~billing, ~~allows~~contract ~~the~~optimization, ~~repaired~~increased ~~foundational data to move seamlessly from one application to another enabling our customers to drive~~ supply chain ~~cost~~management ~~reductions,~~and ~~optimize~~cost ~~contracts~~visibility, ~~increase~~synchronous ~~supply~~Charge ~~chain~~Description Master ~~management~~ (“~~SCM~~CDM”), ~~cost~~and ~~visibility,~~ control of vendor rebates and contract administration fees.

1Currently, the business systems of hospitals are frequently deficient and often unconnected from each other. These deficiencies in part result from the vast amount of unstructured, manually created and managed data that proliferates within the hospital’s supply chain, clinical and billing systems. SCWorx’s solutions are designed to improve the flow of information quickly and accurately between the buy-side (supply chain purchasing systems), the consumption-side (clinical documentation systems like the electronic medical records (“EMR”)) and billing and collection systems (patient billing systems). The currently poor state of interoperability limits the potential value of each independent system and requires significant expense and extensive human resource commitments from senior personnel to stay ahead of problems and complete basic administrative tasks. SCWorx provides an information service that ultimately leads to safer, more cost effective and financially efficient patient care.

Currently, the business systems of hospitals are frequently deficient and often unconnected from each other. These deficiencies in part result from the vast amount of unstructured, manually created and managed data that proliferates within the hospital’s supply chain, clinical and billing systems. SCWorx’s solutions are designed to improve the flow of information quickly and accurately between the buy-side (supply chain purchasing systems), the consumption-side (clinical documentation systems like the electronic medical records (“EMR”)) and billing and collection systems (patient billing systems). The currently poor state of interoperability limits the potential value of each independent system and requires significant expense and extensive human resource commitments from senior personnel to stay ahead of problems and complete basic administrative tasks. SCWorx provides an information service that ultimately leads to safer, more cost effective and financially efficient patient care.1

SCWorx has demonstrated that in order for the core hospital systems to function properly there must be a Single Source of Truth (“SSOT”) for all products utilized and ultimately billed for. The Item Master File (“IMF”), which is a database of all known products used in hospital and health care settings, must be accurate at all times and expanded upon to hold both clinical and financial attributes. An accurate and expanded Item Master File supports interoperability between the supply chain, clinical and financial systems by delivering, on demand, reports detailing the purchasing, utilization and revenue associated with each and every item used, allowing hospitals to better manage their business. The Single Source of Truth establishes a common vernacular and syntax, while assigning a consistent meaning across the healthcare provider’s core systems and accurately migrating data from one application to another and removing disconnects between critical business systems.

SCWorx’s Software Solutions/Services

SCWorx empowers healthcare providers to maintain comprehensive access and visibility to an advanced business intelligence that enables better decision-making and reductions in product costs and utilization, ultimately leading to accelerated and accurate patient billing. SCWorx’s software modules perform separate functions as follows:

●

Virtualized Item Master File repair, expansion and automation — The process begins with data normalization — data is put into a simplified and normalized structure and location for use throughout the enterprise. The SCWorx software normalizes, automates and builds interoperability via advanced attribution, vendor and contract mapping, product categorization, repairing the unit of measure and establishing revenue codes and flags. SCWorx improves the healthcare providers’ business processes through the establishment of a clean and normalized Item Master File that improves efficiencies, eliminates cumbersome and error-prone manual processes, and provides an integrated cloud-based suite of services that enhances the productivity of operating room staff, supply chain margins and billing revenue through the seamless sharing and accuracy of critical business data.

●

Electronic Medical Record Management — The Electronic Medical Record (EMR) module integrates the advanced data attributes created by SCWorx in the Item Master into the EMR. The EMR serves as the database that hospitals use to document all clinical procedures in terms of the products used and the costs that should be charged. What makes this module special is that prior to its creation there was no mechanism that tied product purchases to actual utilization. Hospitals, being mass consumption businesses, had no way to identify excess ordering that always accompanies mass consumption organizations. In addition, the automation and consistency of delivered attributes dramatically reduces the administrative burden as today these additional attributes are being created by expensive clinical resources manually — over and over again by each hospital. The SCWorx EMR management system creates one vernacular for each hospital so they see the data in a manner that suits them — and then creates a universal vernacular so they can see their performance against other like institutions.

●

Charge Description Master Management — The Charge Description Master (CDM) Management module assists healthcare providers by integrating the CDM data into the workflow of the hospitals purchasing systems so that the latest costs can be automatically updated against the hospitals charging systems. The CDM data provided by SCWorx is made more accurate, and the resulting data is integrated to the Item Master for real-time delivery to the EMR — this data is the last remaining piece of information that is consumed by the EMR and passed ultimately to the patient billing systems. SCWorx provides real-time integration, automation and management of Item Master File, Clinical Information Systems and the Charge Description Master.

2● Contract Management — SCWorx’s Contract Management Module assists healthcare providers to establish an efficient contract management system and to provide first class care to patients, while reducing operating costs, assuring adherence to compliance requirements, and mitigating risk. By linking the Item Master File to the healthcare providers contract management system and procedures, SCWorx simplifies the way contracts are managed from start to finish by streamlining the processes of creating, routing, reviewing and approving contracts. SCWorx delivers a data warehouse platform which integrates item master management, spend analysis, and contract management. These solutions enable financial staff across the healthcare provider to drill down quickly and deeply into actionable and real-time financial data and key performance indicators to improve revenue realization and staff efficiency. This suite of solutions includes the ability to automatically push price changes to a contract, compliance for standard and non-standard products, contract compliance and optimization reporting, reliable cost data for current and alternate products, cost performance metrics, matching purchase order price to contract and contract repository.

● Contract Management — SCWorx’s Contract Management Module assists healthcare providers to establish an efficient contract management system and to provide first class care to patients, while reducing operating costs, assuring adherence to compliance requirements, and mitigating risk. By linking the Item Master File to the healthcare providers contract management system and procedures, SCWorx simplifies the way contracts are managed from start to finish by streamlining the processes of creating, routing, reviewing and approving contracts. SCWorx delivers a data warehouse platform which integrates item master management, spend analysis, and contract management. These solutions enable financial staff across the healthcare provider to drill down quickly and deeply into actionable and real-time financial data and key performance indicators to improve revenue realization and staff efficiency. This suite of solutions includes the ability to automatically push price changes to a contract, compliance for standard and non-standard products, contract compliance and optimization reporting, reliable cost data for current and alternate products, cost performance metrics, matching purchase order price to contract and contract repository.2

●

Request for Proposal (“RFP”) Automation — With the reality of shrinking operating margins, increasing operating expenses and decreasing insurance reimbursements, hospitals must evaluate all major expenditures. In addition, requirements for provable quality of service supported by trackable metrics now frequently necessitate the search for better options available in the marketplace. Since hospital-based provider subsidies are often a major expense item and since there are often perceived opportunities for quality improvement, it is a reasonable practice for hospital leadership to carefully evaluate all of their current hospital-based services and associated financial support before each contract renegotiation. The proliferation of large regional and national providers, with their ability to derive benefits from economies of scale, have made RFPs much more of a competitive process. Hospital administrators, however, often rely on poor or conflicting data when creating an RFP. Through the integration and utilization of the SSOT SCWorx automates the RFP process and makes it more accurate. SCWorx automates the core sourcing processes with the intention to accelerate cycle times, surveys and confirms business preferred processes, designs and builds a flow chart for the current and desired workflows, cross references bid analysis, implements bid scoring, customizes software to support automation and customizes the report writer and output documents.

●

Integration of Acquired Businesses — The agnostic design of the SCWorx solution enables rapid deployment of a virtual Item Master File to quickly and easily allow combining healthcare providers to share information and achieve cost synergies and interoperability without large and cumbersome upgrades or implementations. During the consolidation of healthcare providers, SCWorx cleans the data and makes the data available to the disparate systems. In addition, M&A activity requires in-depth reporting for comparison of Group Purchasing Organization (“GPO”) contract overlap. When healthcare providers that use different GPOs merge, or are acquired, there is a lack of information to compare contracts. SCWorx provides information for comparative purposes to solve these issues rapidly.

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Rebate Management — Frequently, vendors use rebates and incentives as a key part of their pricing strategy and structure when selling to hospitals. This tactic makes pricing more attractive to healthcare providers. When tracked through Accounts Payable, and issued correctly, rebates can help healthcare organizations save money. At any large healthcare provider, vendor rebates can be difficult to manage since they require a multi-step process to track dollars earned, credits issued, and monies paid. Rebates frequently cause tracking challenges for Accounts Payable departments. Inconsistent tracking is the primary problem for loss of savings with vendor rebate programs. SCWorx’s Rebate Management Module enables healthcare providers to correctly calculate and track rebates provided by healthcare provider vendors. Purchasing or Contracting departments monitor rebates by creating and maintaining a Rebates Master List which is provided to the Accounts Payable department. To assist in this cumbersome process, SCWorx provides information from the SSOT, such as historical data, frequent updates, advanced administrative fee reporting, purchase rebate tracking, early payment/discount management and Vendor Master Data alignment.

3● Big Data Analytics Model — SCWorx provides an in-depth, easy-to-use web portal for display, reporting and analysis of the information contained within the SCWorx data warehouse. SCWorx’s analytics solution enables healthcare providers to view benchmarking information, quickly add new items to the SSOT and identify cost savings through this real-time and on-demand solution. In addition to simplifying the item add process, SCWorx provides peer comparison reporting against similar healthcare providers and a list of informative reports for business measurement, such as spend trend analysis, contract gap analysis, market price comparison, etc. The SCWorx product line is a simplified user experience and visual display for the hospital employee which does not require access to the SCWorx application.

● Big Data Analytics Model — SCWorx provides an in-depth, easy-to-use web portal for display, reporting and analysis of the information contained within the SCWorx data warehouse. SCWorx’s analytics solution enables healthcare providers to view benchmarking information, quickly add new items to the SSOT and identify cost savings through this real-time and on-demand solution. In addition to simplifying the item add process, SCWorx provides peer comparison reporting against similar healthcare providers and a list of informative reports for business measurement, such as spend trend analysis, contract gap analysis, market price comparison, etc. The SCWorx product line is a simplified user experience and visual display for the hospital employee which does not require access to the SCWorx application.3

●

Data Integration and Warehousing — Healthcare providers maintain a significant amount of data. In many cases the data is not useful for analytics since the data is held within an individual “silo.” SCWorx establishes an expandable, data warehouse of items that have been normalized, repaired and enriched as the SSOT for useful benchmarking, interoperability and analytics. SCWorx’s data warehouse allows healthcare providers to effectively use the data contained in their environment and efficiently establish the supply chain as a leading driver of revenue cycle management. The data warehouse is updated as frequently as every five minutes without intervention.

SCWorx continues to provide transformational data-driven solutions to some of the finest, most well-respected healthcare providers in the United States. Clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and relationships with strategic partners.

SCWorx’s software solutions are delivered to clients within a fixed term period, typically a three-to-five-year contracted term, where such software is hosted in SCWorx data centers (Amazon Web Service’s “AWS” or RackSpace) and accessed by the client through a secure connection in a software as a service (“SaaS”) delivery method.

SCWorx currently sells its solutions and services in the United States to hospitals and health systems through its direct sales force and its distribution and reseller partnerships.

Clients and Strategic Partners

SCWorx continues to provide transformational data-driven solutions to some of the finest, most well-respected healthcare providers in the United States. Clients are geographically dispersed throughout the country and the continued focus is to assist healthcare providers with issues they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and relationships with strategic partners.

Competition

SCWorx competes against a ~~variety~~ variety of vendors and smaller companies which provide solutions in the specific markets we address. Our principal competitors include:

●

purchasing departments that have limited budgets and may be attempting to manually repair the item master file;

●

large companies with a long list of products and services and small companies which may provide item master normalization and data cleanse services; and

●

software companies or service providers, as well as small, specialized vendors, that provide complementary or competitive solutions in benchmarking or data analytics and data warehousing that may compete with our offerings.

4Some of our actual and perceived competitors have advantages over us, such as longer operating histories, greater financial, technical, marketing or other resources, stronger brand and business user recognition, larger intellectual property portfolios, broader distribution and presence, and competitive pricing. In addition, our industry is evolving rapidly and is becoming increasingly competitive.

~~Some~~Barriers ofto ~~our~~entry ~~actual~~to ~~and~~the ~~perceived~~data ~~competitors~~management ~~have~~market ~~advantages~~include ~~over~~technological usand application sophistication, ~~such~~the asability ~~longer~~to ~~operating~~offer ~~histories,~~a ~~greater~~proven ~~financial~~product, ~~technical,~~creating ~~marketing~~and orutilizing a ~~other~~well-established ~~resources,~~client ~~stronger brand~~base and ~~business~~distribution ~~user~~channels, brand recognition, ~~larger~~the ~~intellectual~~ability ~~property~~to ~~portfolios,~~provide ~~broader~~agnostic ~~distribution~~interoperability and ~~presence~~to operate on a variety of MMIS, EMR and ~~competitive~~financial ~~pricing. In addition~~platforms, ~~our~~the ~~industry~~ability isto ~~evolving~~integrate ~~rapidly~~with pre-existing systems and iscapital ~~becoming~~for ~~increasingly~~sustained ~~competitive~~development and marketing activities.

Barriers to entry to the data management market include technological and application sophistication, the ability to offer a proven product, creating and utilizing a well-established client base and distribution channels, brand recognition, the ability to provide agnostic interoperability and to operate on a variety of MMIS, EMR and financial platforms, the ability to integrate with pre-existing systems and capital for sustained development and marketing activities. 4

SCWorx believes that these obstacles taken together represent a moderate to high-level barrier to entry on the data management side of our business. The principal competitive factors in our markets are product features, functionality and support, product depth and breadth (number of items in the central data warehouse), flexibility, ease of deployment and use, total cost of ownership and time to value. We believe that we generally compete favorably on the basis of these factors. For example, besides our agnostic interoperability, additional key strengths include the SCWorx data warehouse, which exceeds 12 million items, SCWorx Big Data analytics and benchmarking.

Contracts, License and Service Fees

SCWorx enters into agreements with its clients that specify the scope of the solution to be installed and/or services to be provided by SCWorx, as well as the agreed-upon aggregate price, applicable duration and the timetable for the associated licenses and services.

For clients purchasing software to be installed locally or provided on a SaaS model, these are multi-element arrangements that include a term license granting the right to access the applicable software functionality (whether installed locally at the client site or the right to use our company’s solutions as a part of SaaS services), terms regarding maintenance and support services, terms for any third-party components such as infrastructure and software, and professional services for implementation, integration, process engineering, optimization and training, as well as fees and payment terms for each of the foregoing. If the client purchases solutions on a long-term license model, the client may be billed the license fee up front or on a monthly or quarterly basis. Maintenance and support are provided on a term basis for separate fees, with an initial term of typically three to five years. The license, maintenance and support fees are charged annually in advance, commencing either upon contract execution or deployment of the solution in live production. If the client purchases solutions on a term-based model, the client is billed periodically a combined access fee for a specified term, typically three to five years in length.

SCWorx also generally provides software and SaaS client’s professional services for implementation, integration, process engineering, and optimization and training. These services and the associated fees are separate from the license, maintenance and access fees. Professional services are provided on either a fixed-fee or hourly arrangements billable to clients based on agreed-to payment milestones (fixed fee) or monthly payment structure on hours incurred (hourly). These services can either be included at the time the related SaaS solution is licensed as part of the initial purchase agreement or added on afterward as an addendum to the existing agreement for services required after the initial implementation.

For one-time data normalization services clients, these normalization services are provided either through a stand-alone services agreement or services addendum to an existing master agreement with the client. These normalization services are available as either a one-time service or recurring monthly, quarterly or annual review structure. These services are typically provided on a per item basis. Payment typically occurs upon completion of the applicable normalization project. The commencement of revenue recognition varies depending on the size and complexity of the system and/or services involved, the implementation or performance schedule requested by the client and usage by clients of SaaS for software-based components. SCWorx’s agreements are generally non-cancellable but provide that the client may terminate its agreement upon a material breach by SCWorx and/or may delay certain aspects of the installation or associated payments in such events. SCWorx does allow for termination for convenience in certain situations. SCWorx also includes trial or evaluation periods for certain clients, especially for new or modified solutions. Therefore, it is difficult for SCWorx to accurately predict the revenue it expects to achieve in any particular period, and a termination or installation delay of one or more phases of an agreement, or the failure of SCWorx to procure additional agreements, could have a material adverse effect on SCWorx’s business, financial condition, and results of operations. Historically, SCWorx has not experienced a material amount of contract cancellations; however, SCWorx sometimes experiences delays during contract implementation, and SCWorx accounts for them accordingly.

5Third Party License Fees

~~Third~~SCWorx ~~Party~~incorporates ~~License~~software licensed ~~Fees~~from various third-party vendors into its proprietary software. Stand-alone third-party software is also required to operate certain of SCWorx’s proprietary software and/or SaaS services. SCWorx licenses these software products and pays the required license fees when such software is delivered to clients.

SCWorx incorporates software licensed from various third-party vendors into its proprietary software. Stand-alone third-party software is also required to operate certain of SCWorx’s proprietary software and/or SaaS services. SCWorx licenses these software products and pays the required license fees when such software is delivered to clients.5

Government Regulation

Management believes that governmental regulation is not material to our current core data management business.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality agreements, invention assignment agreements and work for hire agreements with our employees and contractors, and confidentiality agreements with third parties. We further control the use of our proprietary technology and intellectual property through provisions in our websites’ terms of use. Agreements between the Company and end-users includes a license agreement in which a non-transferable non-sublicensable, non-exclusive, limited use license to use the licensed products for the duration of the service order. Customers may not modify, copy, translate, decompile, disassemble, reverse engineer, loan, rent, lease, sublicense, or create derivative works of the licensed products, in whole or in part. Customer agrees to maintain software and data as Confidential Information.

The Company currently hosts our solution, serves our customers, and supports our operations in the United States through an agreement with a third-party hosting and infrastructure provider, Rackspace. The Company incorporates standard IT security measures, including but not limited to; firewalls, disaster recovery, backup, etc.

Circumstances outside our ~~control~~ control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries in which we seek protection of our marks or our copyrighted works. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights may harm our business or our ability to compete.

Seasonality

We do not believe that SCWorx’s revenues are impacted by seasonality.

Employees

As of December 31, ~~2024~~2025, we had 79 employees, of which 23 were management and finance and the rest in operations. We primarily utilize independent contractors and third-party vendors for software, maintenance of our database and customer software installation.

Available Information

Our website address is www.SCWorx.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are filed with the U.S. Securities and Exchange Commission (SEC). We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at www.SCWorx.com when such reports become available on the SEC’s website. The public may read and copy any materials filed by SCWorx Corp. with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549 on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

Item 1A. Risk Factors

Certain factors could ~~have~~ have a material adverse effect on our business, financial condition, results of operations and prospects. You should carefully consider the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties of which we are unaware, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition, results of operations and prospects. If any of the following risks occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Financial Results and Financing Plans

We have a history of losses and may continue to incur losses in the future.

We have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common stock. For the year ended December 31, ~~2024~~2025, our revenues were $2,~~989~~877,~~599~~629, and we had a net loss of $14,~~136~~444,~~225~~109. For the year ended December 31, ~~2023~~2024, our revenues were $32,~~804~~989,~~943~~599, and we had a net loss of $31,~~981~~136,~~144~~225. At December 31, ~~2024~~2025, we had an accumulated deficit of $3035,~~976~~420,~~066~~175.

We incurred losses from operations of $1958,~~259,426~~719 for the year ended December 31, ~~2024~~2025 and $1,~~450~~259,~~662~~426 for the year ended December 31, ~~2023~~2024. We may continue to incur operating and net losses in future periods. These losses may increase, and we may never achieve profitability for a variety of reasons, including increased competition, decreased growth in our target market and other factors described elsewhere in this “Risk Factors” section. If we cannot achieve sustained profitability, our stockholders may lose all or a portion of their investment in our company.

If we are unable to grow our revenue, we may never achieve or sustain profitability.

To become profitable, we must, among other things, increase our revenues. Our total revenues declined approximately $~~815~~112,000 (214%) to $2,~~989~~877,~~599~~629 in the year ended December 31, ~~2024~~2025 as compared to $32,~~804~~989,~~943~~ 599 in the year ended December 31, ~~2023~~2024. This decline in revenue may continue if we are unable to develop and market new products, which could help us increase our sales to existing customers or develop new customers. Even if we are able to grow our revenues, they may not be sufficient to exceed increases in our operating expenses or to enable us to achieve or sustain profitability.

Risks Related to Our Business

There iscould ~~substantial~~be doubt about our ability to to continue as a going concern.

~~Our~~We ~~auditors~~ have ~~indicated~~historically incurred inoperating ~~their~~losses ~~report~~and onmay ~~our~~continue ~~consolidated~~to ~~financial~~incur ~~statements~~operating losses for the ~~year~~foreseeable ~~ended~~future. ~~December~~We ~~31,~~believe ~~2024~~ that these conditions ~~exist that~~ raise substantial doubt about our ability to continue as a going concern. ~~since~~This wemay hinder our ability to obtain financing or may ~~not~~force ~~have~~us ~~sufficient~~to ~~capital~~obtain ~~resources~~financing on ~~from~~less ~~operations~~favorable terms than would otherwise be available. If we are unable to develop sufficient revenues and ~~existing~~additional customers for ~~financing~~our ~~arrangements~~products and services, we may not generate enough revenue to ~~meet~~sustain our ~~operating~~business, ~~expenses~~ and ~~working~~we ~~capital~~may ~~requirements~~fail, in which case our stockholders would suffer a total loss of their investment. There can be no assurance that we will be able to continue as a going concern.

As of December 31, 2024, we had only limited cash on hand, a working capital deficit of $1,333,171 and accumulated deficit of $30,976,066. During the year ended December 31, 2024, we had a net loss of $1,136,225 and used $1,084,292 of cash in operations. We ~~have historically incurred operating losses and~~ may ~~continue~~need toadditional ~~incur operating losses for the foreseeable future~~capital. We believe that these conditions raise substantial doubt about our ability to continue as a going concern. This may hinder our ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available. If we are unable to ~~develop~~obtain ~~sufficient revenues and~~ additional ~~customers~~capital ~~for~~when ~~our products and services~~required, we ~~may~~will not ~~generate~~be ~~enough~~able ~~revenue~~ to ~~sustain~~implement our business, ~~and~~strategy weor ~~may~~successfully ~~fail,~~operate ~~in which case~~ our ~~stockholders would suffer a total~~ ~~loss~~business; ofhowever, ~~their~~additional ~~investment.~~financing ~~There~~will ~~can~~subject beour noexisting ~~assurance~~stockholders ~~that we will be able~~ to ~~continue as a going concern~~dilution.

7To continue our growth path, we may need to finance our future expansion plans through public or private equity offerings or debt financing. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. We have recently encountered difficulty in raising funds from external sources. The Agreements related to the July and January Notes offerings restrict our ability to raise capital from third parties and contain full ratchet anti-dilution provisions. Consequently, if we need to raise additional capital, we would need the consent of the investors in the July and January Notes offerings. If we are unable to secure such consent, we would need to seek additional financing from such investors. There can be no assurance that such investors would be willing to provide us with additional capital on acceptable terms or at all.

We may need additional capital. If we are unable to obtain additional capital when required, we will not be able to implement our business strategy or successfully operate our business; however, additional financing will subject our existing stockholders to dilution.7

ToIf ~~continue~~adequate ~~our~~funds ~~growth~~are ~~path,~~not available, we may ~~need~~be required to ~~finance~~further ~~our~~delay ~~future expansion plans through public~~ or ~~private~~reduce ~~equity~~the ~~offerings~~scope orof ~~debt~~our ~~financing~~business plans. ~~Additional~~To ~~funds~~the ~~may~~extent ~~not be~~that ~~available when~~ we ~~need~~raise ~~them~~additional onfunds by ~~terms~~issuing ~~that~~equity ~~are~~securities, ~~acceptable~~our tostockholders ~~us,~~will orexperience ~~at all~~dilution. WeIn ~~have~~addition, ~~recently~~debt ~~encountered~~financing, ~~difficulty~~if inavailable, ~~raising~~may ~~funds from~~involve ~~external sources~~restrictive covenants. ~~The~~We ~~Agreements~~may ~~related~~seek to access the ~~July~~public ~~and~~or ~~January~~private ~~Notes offerings restrict our ability to raise~~ capital ~~from~~markets ~~third parties~~whenever ~~and~~conditions ~~contain~~are ~~full~~favorable, ~~ratchet~~even ~~anti-dilution~~if ~~provisions.~~we ~~Consequently,~~do ifnot wehave an immediate need tofor ~~raise~~ additional capital, weat ~~would~~that ~~need~~time. ~~the~~Our ~~consent of~~access to the ~~investors~~financial inmarkets and the ~~July~~pricing and ~~January~~terms ~~Notes offerings. If~~ we ~~are~~receive ~~unable~~in tothe ~~secure~~financial ~~such consent, we would need to seek additional financing~~markets ~~from~~could ~~such investors. There can~~ be noadversely ~~assurance~~impacted ~~that~~by ~~such~~various ~~investors~~factors, ~~would~~including bechanges ~~willing~~in tofinancial ~~provide~~markets usand ~~with~~interest ~~additional capital on acceptable terms or at all~~rates.

IfOur ~~adequate~~future ~~funds~~funding ~~are not available,~~requirements ~~we may be required to further delay or reduce the scope of our business plans. To the extent that we raise additional funds by issuing equity securities, our stockholders~~ will ~~experience~~depend ~~dilution.~~on Inmany ~~addition~~factors, ~~debt financing~~including, ifbut ~~available,~~not ~~may~~limited ~~involve restrictive covenants. We may seek~~ to ~~access the public or private capital markets whenever conditions are favorable~~, ~~even if we do not have an immediate need for additional capital at that time. Our access to~~ the ~~financial~~costs ~~markets~~ and ~~the~~timing ~~pricing~~of ~~and~~any ~~terms~~future ~~we receive in the financial markets could be adversely impacted by various factors, including changes in financial markets and interest rates~~acquisitions.

~~Our~~A ~~future~~failure ~~funding~~to ~~requirements will~~successfully ~~depend~~execute onour ~~many~~growth strategy ~~factors,~~could ~~including,~~adversely ~~but~~affect ~~not~~our ~~limited to~~business, ~~the~~financial ~~costs~~condition, ~~and~~results ~~timing~~ of ~~any~~operations ~~future~~and ~~acquisitions~~prospects.

ASubject ~~failure~~ to ~~successfully~~the ~~execute~~receipt ~~our growth~~of ~~strategy~~sufficient ~~could~~funding, ~~adversely~~which ~~affect~~we ~~our~~currently ~~business~~do not have, ~~financial~~we ~~condition~~intend to pursue growth through expanding our sales force, ~~results~~product ofofferings ~~operations~~and project skill-sets and ~~prospects~~capabilities, as well as increasing critical mass to enable us to bid on larger contracts.

~~Subject~~We may also consider potential acquisitions if conditions permit. However, we may be unable to ~~the~~find ~~receipt~~suitable ofacquisition ~~sufficient~~candidates or to complete acquisitions on favorable ~~funding~~terms, ~~which~~if weat ~~currently~~all. doMoreover, any completed acquisition may not ~~have~~result in the intended benefits. For example, while the historical financial and operating performance of an acquisition target are among the criteria we ~~intend~~evaluate toin determining which acquisition targets we will pursue, ~~growth~~there ~~through~~can ~~expanding~~be ~~our~~no ~~sales~~assurance ~~force,~~that ~~product~~any ~~offerings~~business ~~and~~or ~~project~~assets ~~skill-sets~~we acquire will continue to perform in accordance with past practices or ~~and~~will ~~capabilities,~~achieve asfinancial ~~well~~or asoperating ~~increasing~~results ~~critical~~that ~~mass~~are toconsistent ~~enable~~with usor toexceed ~~bid~~past onresults. ~~larger~~Any ~~contracts~~such failure could adversely affect our business, financial condition or results of operations. In addition, any completed acquisition may not result in the intended benefits for other reasons and our acquisitions will involve a number of other risks, including:

● We may ~~also~~have ~~consider~~difficulty ~~potential acquisitions~~integrating ~~if conditions permit. However, we may be unable to find suitable acquisition candidates or to complete acquisitions on favorable terms, if at all. Moreover, any completed acquisition may not result in~~ the ~~intended~~acquired benefits. For example, while the historical financial and operating performance of an acquisition target are among the criteria we evaluate in determining which acquisition targets we will pursue, there can be no assurance that any business or assets we acquire will continue to perform in accordance with past practices or will achieve financial or operating results that are consistent with or exceed past results. Any such failure could adversely affect our business, financial condition or results of operations. In addition, any completed acquisition may not result in the intended benefits for other reasons and our acquisitions will involve a number of other risks, including:companies;

● WeOur ongoing business and management’s attention may ~~have~~be ~~difficulty~~disrupted ~~integrating~~or diverted by transition or integration issues and the ~~acquired~~complexity ~~companies~~of managing geographically or culturally diverse enterprises;

● ~~Our~~We ~~ongoing business and management’s attention~~ may benot ~~disrupted~~realize orthe ~~diverted~~anticipated bycost ~~transition~~savings or ~~integration~~other ~~issues~~financial ~~and~~benefits ~~the~~we ~~complexity of managing geographically or culturally diverse enterprises~~anticipated;

● We may ~~not~~have ~~realize~~difficulty ~~the~~retaining ~~anticipated~~or ~~cost~~hiring ~~savings~~key orpersonnel, ~~other~~customers ~~financial~~and ~~benefits~~suppliers weto ~~anticipated~~maintain expanded operations;

● WeOur internal resources may ~~have~~not ~~difficulty~~be ~~retaining~~adequate orto ~~hiring~~support ~~key~~our ~~personnel~~operations as we expand, ~~customers~~particularly ~~and~~if ~~suppliers~~we toare ~~maintain~~awarded ~~expanded~~a ~~operations~~significant number of contracts in a short time period;

● ~~Our~~We ~~internal resources~~ may ~~not~~have bedifficulty ~~adequate~~retaining toand ~~support~~obtaining ~~our~~any ~~operations~~required asregulatory ~~we expand~~approvals, ~~particularly~~licenses ifand ~~we are awarded a significant number of contracts in a short time period~~permits;

● We may ~~have~~not ~~difficulty~~be ~~retaining~~able ~~and~~to ~~obtaining~~obtain additional equity or debt financing on terms acceptable to us or at all, and any ~~required~~such ~~regulatory~~financing ~~approvals~~could result in dilution to our stockholders, ~~licenses~~impact our ability to service our debt within the scheduled repayment terms and ~~permits~~include covenants or other restrictions that would impede our ability to manage our operations;

8● We may have failed to, or be unable to, discover liabilities of the acquired companies during the course of performing our due diligence; and

● We may ~~not~~ be ~~able~~required to ~~obtain~~record additional ~~equity~~goodwill oras ~~debt~~a ~~financing on terms acceptable to us or at all, and any such financing could~~ result inof ~~dilution~~an ~~to our stockholders~~acquisition, ~~impact~~which ~~our~~will ~~ability~~reduce ~~to service~~ our ~~debt~~tangible ~~within~~net ~~the scheduled repayment terms and include covenants or other restrictions that would impede our ability to manage our operations;~~worth.

●Any Weof ~~may~~these ~~have~~risks ~~failed~~could ~~to,~~prevent us orfrom beexecuting ~~unable~~on toany acquisition we might complete, ~~discover~~which ~~liabilities~~could ofadversely ~~the~~affect ~~acquired~~our ~~companies~~business, ~~during~~financial ~~the~~condition, ~~course~~results of ~~performing~~operations and ~~our~~prospects. ~~due~~At ~~diligence;~~this ~~and~~time, we are not considering any acquisition.

~~● We may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.~~8

~~Any~~Our ofcontracts ~~these~~may ~~risks~~require ~~could~~us ~~prevent~~to perform usextra ~~from~~or ~~executing~~change onorder ~~any~~work, ~~acquisition~~which wecan ~~might~~result ~~complete,~~in ~~which~~disputes ~~could~~and adversely affect our business, financial condition, results of operations and prospects. ~~At this time, we are not considering any acquisition.~~

Our contracts ~~may~~generally require us to perform extra or change order work as directed by the customer, ~~which~~even ~~can~~if the customer has not agreed in advance on the scope or price of the extra work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and ~~adversely~~specifications ~~affect~~or, ~~our~~if ~~business~~the customer agrees that the work performed qualifies as extra work, the ~~financial~~price ~~condition~~that the customer is willing to pay for the extra work. Even when the customer agrees to pay for the extra work, ~~results~~we ofmay ~~operations~~be required to fund the cost of such work for a lengthy period of time until the change order is approved by the customer and ~~prospects~~we are paid by the customer.

~~Our~~To ~~contracts~~the ~~generally~~extent ~~require~~that actual usrecoveries with respect to ~~perform~~change ~~extra~~orders or ~~change~~amounts ~~order~~subject ~~work~~to ascontract ~~directed~~disputes byor ~~the~~claims ~~customer,~~are ~~even~~less ifthan the ~~customer~~estimates ~~has~~used ~~not agreed~~ in ~~advance on the scope or price~~our ofconsolidated ~~the~~financial ~~extra~~statements, ~~work to be performed. This process may result in disputes over whether~~ the ~~work~~amount ~~performed is beyond the scope~~ of ~~the~~any ~~work included~~shortfall inwill ~~the~~reduce ~~original~~our ~~project~~future ~~plans~~revenues and ~~specifications or~~profits, ifand ~~the~~this ~~customer~~could ~~agrees~~adversely ~~that the work performed qualifies as extra work,~~affect ~~the~~our ~~price~~reported ~~that~~working ~~the~~capital ~~customer~~and isresults ~~willing~~of ~~to pay for the extra work~~operations. ~~Even~~In ~~when~~addition, ~~the~~any ~~customer~~delay ~~agrees~~caused toby ~~pay for~~ the extra work, we may beadversely ~~required to~~impact ~~fund~~ the ~~cost~~timely scheduling of ~~such~~other project work ~~for~~and aour ~~lengthy~~ability ~~period~~to ofmeet ~~time~~specified ~~until~~contract ~~the~~milestone ~~change order is approved by the customer and we are paid by the customer~~dates.

ToWe ~~the~~derive ~~extent~~a ~~that~~significant ~~actual recoveries~~portion ~~with~~of ~~respect~~our torevenue from ~~change~~a ~~orders~~small ornumber ~~amounts~~of ~~subject~~customers toand ~~contract disputes or claims are less than~~ the ~~estimates~~loss ~~used~~of inone ~~our~~of ~~consolidated financial~~these ~~statements~~customers, ~~the~~or ~~amount~~a ofreduction ~~any~~in ~~shortfall~~their ~~will~~demand ~~reduce~~for our ~~future revenues and profits~~services, ~~and this~~ could adversely affect our ~~reported working~~business, ~~capital~~financial ~~and~~condition, results of operations. ~~In addition, any delay caused by the extra work may adversely impact the timely scheduling of other project work~~ and ~~our ability to meet specified contract milestone dates~~prospects.

WeOur ~~derive~~customer abase ~~significant~~is ~~portion~~highly concentrated. Due to the size and nature of our ~~revenue from~~contracts, one or a few customers ~~and~~have ~~the~~during ~~loss~~any ofgiven ~~one~~year, as well as over a period of ~~these~~consecutive ~~customers~~years, orrepresented a ~~reduction~~substantial inportion ~~their~~of ~~demand~~our consolidated ~~for~~revenues ~~our~~and ~~services~~gross profits, ~~could~~see ~~adversely~~Note ~~affect~~2, Summary of Significant Accounting Policies for further detail. Revenues under our contracts with significant customers may continue to vary from ~~business,~~period ~~financial~~to ~~condition,~~period ~~results~~depending on the timing or volume of ~~operations~~work ~~and~~that ~~prospects~~those customers contract from us. A limited number of customers may continue to comprise a substantial portion of our revenue for the foreseeable future.

~~Our~~A ~~customer~~default ~~base is highly concentrated. Due to the size and nature of our contracts, one~~ or adelay ~~few~~in ~~customers~~payment on ~~have during any given year, as well as over~~ a ~~period of~~significant ~~consecutive~~scale ~~years,~~could ~~represented~~adversely aaffect ~~substantial portion of~~ our ~~consolidated revenues and gross profits~~business, ~~see~~financial ~~Note 3~~condition, ~~Summary~~results of ~~Significant Accounting~~operations ~~Policies~~and ~~for further detail~~prospects. ~~Revenues~~We ~~under~~could ~~our~~lose ~~contracts with significant customers may continue to vary from period to period~~business ~~depending on the timing or volume of work that those customers contract~~ from ~~us.~~a Asignificant ~~limited~~customer ~~number~~for ~~of customers may continue to comprise~~ a ~~substantial~~variety ~~portion~~ of ~~our~~reasons, ~~revenue for the foreseeable future.~~including:

A● ~~default~~the orconsolidation, ~~delay~~merger inor ~~payment on~~acquisition aof ~~significant~~an ~~scale~~existing ~~could adversely affect our business~~customer, ~~financial~~resulting ~~condition,~~in ~~results~~a ofchange ~~operations~~in ~~and~~procurement ~~prospects.~~strategies Weemployed ~~could~~by ~~lose~~the ~~business from~~surviving aentity ~~significant~~that ~~customer~~could ~~for~~reduce athe ~~variety~~amount of ~~reasons,~~work ~~including:~~we receive;

● ~~the~~our ~~consolidation,~~performance ~~merger~~on individual contracts or ~~acquisition~~relationships ofwith anone ~~existing~~or ~~customer~~more significant customers could become impaired due to another reason, ~~resulting~~which inmay acause ~~change~~us into ~~procurement~~lose ~~strategies~~future ~~employed~~business bywith ~~the~~such ~~surviving~~customers ~~entity~~and, ~~that~~as ~~could~~a ~~reduce~~result, ~~the~~our ~~amount~~ability ofto ~~work~~generate weincome ~~receive~~would be adversely impacted;

● ~~our~~key ~~performance~~customers oncould ~~individual~~slow ~~contracts~~ or ~~relationships~~stop ~~with~~spending ~~one~~on orinitiatives ~~more~~related ~~significant customers could become impaired due~~ to ~~another~~projects ~~reason,~~we ~~which~~are ~~may~~performing ~~cause~~for usthem due to ~~lose~~increased ~~future~~difficulty ~~business~~in ~~with~~the ~~such~~markets ~~customers and,~~ as a result, ~~our~~of ~~ability~~economic todownturns ~~generate~~or ~~income~~other ~~would be adversely impacted;~~reasons.

9Since many of our customer contracts allow our customers to terminate the contract without cause, our customers may terminate their contracts with us at will, which could impair our business, financial condition, results of operations and prospects.

●Our ~~key~~failure ~~customers could slow or stop spending on initiatives related~~ to ~~projects~~adequately weexpand ~~are~~our ~~performing~~direct sales ~~for~~force ~~them~~will ~~due~~impede toour ~~increased difficulty in the markets as a result of economic downturns or other reasons~~growth.

~~Since~~We ~~many~~will ofneed to expand and optimize our sales infrastructure in order to grow our customer ~~contracts~~ ~~allow~~base and our ~~customers~~business. We plan to ~~terminate~~expand ~~the~~our ~~contract~~account ~~without~~management/sales force ~~cause,~~when ~~our~~and ~~customers~~if ~~may~~we ~~terminate~~have ~~their~~sufficient ~~contracts~~capital ~~with~~to usdo atso. ~~will,~~Identifying ~~which~~and recruiting qualified personnel and training them requires significant ~~could~~time, ~~impair~~expense ~~our~~and ~~business~~attention. If we are unable to hire, ~~financial~~develop ~~condition~~and retain talented account management/sales personnel or if the personnel are unable to achieve desired productivity levels in a reasonable period of time, ~~results~~we may not be able to realize the intended benefits of ~~operations~~this ~~and~~investment ~~prospects~~or increase our revenue.

~~Our failure to adequately expand our direct sales force will impede our growth.~~9

WeIf ~~will~~we ~~need~~are tounable ~~expand and optimize our sales infrastructure in order~~ to ~~grow~~attract ~~our customer base~~ and ~~our~~retain ~~business. We plan to expand our account management/sales~~qualified ~~force~~executive ~~when~~officers and ifmanagers ~~we have sufficient capital to do so. Identifying~~ and ~~recruiting qualified personnel and training them requires significant time~~consultants, ~~expense and attention. If~~ we ~~are~~will be unable to ~~hire~~operate efficiently, ~~develop~~which ~~and~~could ~~retain~~adversely ~~talented~~affect ~~account~~our ~~management/sales personnel or if the personnel~~business, ~~are~~financial ~~unable to achieve desired productivity levels in a reasonable period of time~~condition, weresults ~~may not be able to realize the intended benefits~~ of ~~this~~operations ~~investment~~and ~~or increase our revenue~~prospects.

IfWe wedepend ~~are~~on ~~unable~~the tocontinued efforts ~~attract~~and abilities of our management and ~~retain~~consultants, ~~qualified executive~~to ~~officers~~establish and ~~managers~~maintain our customer relationships and ~~consultants,~~identify westrategic ~~will~~opportunities. The beloss ~~unable~~of toany ~~operate~~one ~~efficiently,~~of ~~which~~them could negatively affect our ability to execute our business strategy and adversely affect our business, ~~financial~~ financial condition, results of operations and prospects. Competition for managerial talent with significant industry experience is high, and we may lose access to executive officers/consultants for a variety of reasons, including more attractive compensation packages offered by our competitors. Although we have entered into employment agreements with certain of our senior level management, we cannot guarantee that any of them or other key management/consulting personnel will remain employed by us for any length of time.

WeFines, ~~depend~~judgments onand ~~the~~other ~~continued~~consequences ~~efforts~~resulting ~~and~~from ~~abilities of~~ our ~~management~~failure ~~and consultants,~~ to ~~establish~~comply ~~and~~with ~~maintain~~regulations ~~our~~or ~~customer~~adverse ~~relationships~~outcomes ~~and~~in ~~identify~~litigation ~~strategic~~proceedings ~~opportunities. The loss of any one of them~~ could ~~negatively affect our ability to execute our business strategy and~~ adversely affect our business, ~~financial~~ financial condition, results of operations and prospects. Competition for managerial talent with significant industry experience is high, and we may lose access to executive officers/consultants for a variety of reasons, including more attractive compensation packages offered by our competitors. Although we have entered into employment agreements with certain of our senior level management, we cannot guarantee that any of them or other key management/consulting personnel will remain employed by us for any length of time.

~~Fines~~From time to time, ~~judgments~~we may be involved in lawsuits and ~~other~~regulatory ~~consequences resulting~~actions, ~~from~~including ~~our~~class ~~failure~~action tolawsuits ~~comply~~that ~~with~~are ~~regulations~~brought or ~~adverse~~threatened ~~outcomes~~against us in ~~litigation~~the ~~proceedings~~ordinary course ~~could~~of ~~adversely~~business. ~~affect~~These ~~our~~actions ~~business~~may seek, among other things, compensation for alleged personal injury, workers’ compensation, ~~financial~~violations ~~condition~~of the Fair Labor Standards Act and state wage and hour laws, ~~results~~employment discrimination, breach of ~~operations~~contract, property damage, punitive damages, civil penalties, and ~~prospects~~consequential damages or other losses, or injunctive or declaratory relief.

~~From~~Please ~~time~~refer to ~~time,~~Item we3. ~~may be~~Legal ~~involved~~Proceedings ~~in lawsuits and regulatory actions, including class action lawsuits that are brought or threatened against us in the ordinary course~~ of ~~business.~~this ~~These~~Annual ~~actions~~Report ~~may~~on ~~seek,~~Form ~~among~~10-K ~~other things, compensation~~ for ~~alleged~~a ~~personal~~detailed ~~injury,~~description ~~workers’ compensation, violations~~ of the ~~Fair~~pending ~~Labor~~legal ~~Standards~~actions ~~Act~~ and state wage and hour laws, employment discrimination, breach of contract, property damage, punitive damages, civil penalties, and consequential damages or other losses, or injunctive or declaratory reliefinvestigations.

~~Please~~Any ~~refer~~defects or errors, or failures to ~~Item~~meet 3our customers’ expectations could result in large damage claims against us. ~~Legal~~Claimants may seek large damage awards ~~Proceedings~~and, ofdue ~~this~~to ~~Annual~~the ~~Report~~inherent onuncertainties ~~Form~~of ~~10-K~~litigation, ~~for~~we acannot ~~detailed~~accurately ~~description~~predict the ultimate outcome of any such proceedings. Any failure to properly estimate or manage cost, or delay in the ~~pending~~completion ~~legal~~of ~~actions~~projects, ~~and~~could ~~investigations~~subject us to penalties.

~~Any~~The ~~defects~~ultimate orresolution ~~errors~~of these matters through settlement, mediation or ~~failures to~~court ~~meet~~judgment could have a material adverse effect on our ~~customers’~~financial ~~expectations~~condition, results of operations and cash flows. Regardless of the outcome of any litigation, these proceedings could result in ~~large~~substantial ~~damage~~cost ~~claims~~and ~~against~~may require us to devote substantial resources to defend ourselves. ~~Claimants~~When ~~may~~appropriate, ~~seek~~we ~~large~~establish ~~damage~~reserves ~~awards~~for litigation and, claims that ~~due~~we believe to ~~the~~be ~~inherent~~adequate ~~uncertainties~~in light of ~~litigation~~current information, welegal ~~cannot~~advice ~~accurately~~and ~~predict~~professional ~~the~~indemnity ~~ultimate~~insurance ~~outcome~~coverage, ofand ~~any~~we adjust such reserves ~~proceedings.~~from ~~Any~~time ~~failure~~ to ~~properly~~time ~~estimate~~according orto ~~manage~~developments. ~~cost,~~If our reserves are inadequate or ~~delay~~insurance incoverage ~~the~~proves ~~completion~~to ofbe ~~projects~~inadequate or unavailable, ~~could~~our ~~subject~~business, usfinancial tocondition, ~~penalties~~results of operations and prospects may suffer.

~~The~~If ~~ultimate~~we ~~resolution~~are ~~of these~~required ~~matters~~to ~~through~~reclassify ~~settlement, mediation or court judgment could have a material adverse effect on our financial condition, results~~independent ofcontractors ~~operations~~as ~~and cash flows. Regardless of the outcome of any litigation~~employees, ~~these~~we ~~proceedings could result in substantial cost and~~ may ~~require~~ usincur toadditional ~~devote~~costs ~~substantial resources to defend ourselves. When appropriate, we establish reserves for litigation~~ and ~~claims~~taxes ~~that we~~which ~~believe~~could toadversely beaffect ~~adequate in light of current information, legal advice and professional indemnity insurance coverage, and we adjust such reserves from time to time according to developments. If~~ our ~~reserves are inadequate or insurance coverage proves to be inadequate or unavailable, our~~ business, financial condition, results of operations and prospects ~~may suffer~~.

10We use a significant number of independent contractors in our operations for whom we do not pay or withhold any federal or state employment tax. There are a number of different tests used in determining whether an individual is an employee or an independent contractor and such tests generally take into account multiple factors. There can be no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of our independent contractors. Although we believe we have properly classified our independent contractors, the U.S. Internal Revenue Service or other U.S. federal or state authorities or similar authorities of a foreign government may determine that we have misclassified our independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties. If we are required to pay employer taxes or pay backup withholding with respect to prior periods with respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our business, financial condition, results of operations and prospects.

If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, results of operations and prospects.10

WeOur ~~use~~dependence aon ~~significant~~subcontractors number of independent contractors in our operations for whom we do not pay or withhold any federal or state employment tax. There are a number of different tests used in determining whether an individual is an employee or an independent contractor and ~~such tests generally take~~suppliers ~~into~~could ~~account~~increase ~~multiple~~our ~~factors.~~cost ~~There can be no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules~~ and ~~regulations~~impair ~~that would change, or at least challenge, the classification of~~ our ~~independent~~ability ~~contractors.~~to ~~Although~~complete wecontracts ~~believe~~on ~~we have properly classified our independent contractors, the U.S. Internal Revenue Service or other U.S. federal or state authorities or similar authorities of~~ a ~~foreign~~timely ~~government~~basis ~~may determine that we have misclassified our independent contractors for employment tax~~ or ~~other~~at ~~purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties~~all. If we are required to pay employer taxes or pay backup withholding with respect to prior periods with respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our business, financial condition, results of operations and prospects.

~~Our~~We ~~dependence~~rely on third-party subcontractors to perform some of the work on our contracts. We also rely on third-party suppliers to provide materials needed to perform our obligations under those contracts. We generally do not bid on contracts unless we have the necessary subcontractors and suppliers committed for the ~~could~~anticipated ~~increase~~scope ~~our~~of ~~cost~~the contract and ~~impair~~at prices that we have included in our bid. Therefore, to the extent that we cannot engage subcontractors or suppliers, our ability to ~~complete~~bid for contracts onmay be impaired. In addition, if a ~~timely~~subcontractor ~~basis~~or third-party supplier is unable to deliver its goods or services according to the negotiated terms for any reason, we may suffer delays and be required to purchase the services from another source at ~~all~~a higher price. We sometimes pay our subcontractors and suppliers before our customers pay us for the related services. If customers fail to pay us and we choose, or are required, to pay our subcontractors for work performed or pay our suppliers for goods received, we could suffer an adverse effect on our business, financial condition, results of operations and prospects.

WeOur ~~rely~~insurance oncoverage third-party subcontractors to perform some of the work on our contracts. We also rely on third-party suppliers to provide materials needed to perform our obligations under those contracts. We generally do not bid on contracts unless we have the necessary subcontractors and suppliers committed for the anticipated scope of the contract and at prices that we have included in our bid. Therefore, to the extent that we cannot engage subcontractors or suppliers, our ability to bid for contracts may be ~~impaired. In addition, if a subcontractor or third-party supplier is unable to deliver~~inadequate ~~its goods or services according~~ to ~~the~~cover ~~negotiated~~all ~~terms~~significant ~~for~~risk ~~any reason, we may suffer delays and be required to purchase the services from another source at a higher price~~exposures. We sometimes pay our subcontractors and suppliers before our customers pay us for the related services. If customers fail to pay us and we choose, or are required, to pay our subcontractors for work performed or pay our suppliers for goods received, we could suffer an adverse effect on our business, financial condition, results of operations and prospects.

~~Our~~We will be exposed to liabilities that are unique to the services we provide. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be ~~inadequate~~forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to ~~cover~~obtain insurance to protect against all ~~significant~~operational ~~risk~~risks ~~exposures~~and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects.

WeRisks ~~will~~Related ~~be exposed~~ to ~~liabilities that~~Our are unique to the services we provide. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects.Industry

~~Risks~~Our ~~Related~~industry is highly competitive, with a variety of larger companies with greater resources competing with us, and our failure to ~~Our~~compete ~~Industry~~effectively could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance.

~~Our~~The ~~industry~~contracts ison ~~highly~~which we bid are generally awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes based aon ~~variety~~other offactors, such as shorter contract schedules, larger ~~companies~~scale to complete projects or prior experience with ~~greater~~the ~~resources~~customer. ~~competing~~Within our markets, we compete with usmany other service providers. Price is often the principal factor in determining which service provider is selected by our customers, especially on smaller, less complex projects. As a result, any organization with adequate financial resources and ~~our~~access ~~failure~~to technical expertise may become a competitor. Smaller competitors are sometimes able to ~~compete~~win ~~effectively~~bids ~~could~~for ~~reduce~~these ~~the~~projects ~~number~~based on price alone because of ~~new~~their ~~contracts~~lower ~~awarded~~costs and financial return requirements. Additionally, our competitors may develop the expertise, experience and resources to usprovide services that are equal or ~~adversely~~superior ~~affect~~in ~~our~~price ~~market~~to ~~share~~our services, and ~~harm~~we may not be able to maintain or enhance our ~~financial~~competitive ~~performance~~position.

~~The~~Some ~~contracts~~of onour ~~which~~competitors ~~we bid~~have ~~are~~already ~~generally~~achieved ~~awarded~~greater ~~through~~market apenetration ~~competitive~~than ~~bid~~we ~~process,~~have ~~with~~in ~~awards generally being made to~~ the ~~lowest~~markets ~~bidder,~~in ~~but~~which ~~sometimes~~we ~~based on other factors~~compete, ~~such~~and assome ~~shorter~~have ~~contract~~greater ~~schedules,~~financial ~~larger~~and ~~scale~~other resources tothan ~~complete~~we ~~projects~~do. orA ~~prior~~number ~~experience~~of ~~with~~national ~~the~~companies ~~customer.~~in ~~Within~~ our ~~markets,~~ weindustry ~~compete~~are ~~with~~larger ~~many~~than ~~other~~we ~~service~~are ~~providers.~~and, ~~Price~~if isthey ~~often~~so ~~the~~desire, ~~principal~~could ~~factor~~establish ~~in determining which service provider is selected~~a bypresence in our ~~customers,~~markets ~~especially~~and oncompete ~~smaller,~~with ~~less~~us ~~complex~~for ~~projects~~contracts. As a result, ~~any~~of ~~organization~~this ~~with~~competition, ~~adequate~~we ~~financial~~may ~~resources~~need ~~and access~~ to ~~technical~~accept ~~expertise~~lower ~~may~~contract ~~become~~margins in aorder ~~competitor. Smaller competitors are sometimes able~~ to ~~win~~compete ~~bids~~against ~~for~~competitors ~~these~~that ~~projects~~have ~~based~~the onability ~~price~~to ~~alone because~~accept ofawards ~~their~~at lower ~~costs~~prices ~~and~~or ~~financial~~have ~~return~~a ~~requirements.~~pre-existing ~~Additionally,~~relationship ~~our competitors may develop the expertise, experience and~~with ~~resources~~a tocustomer. ~~provide~~If ~~services~~we ~~that~~ are ~~equal~~unable orto ~~superior~~compete successfully in ~~price~~our tomarkets, our ~~services~~business, ~~and~~financial wecondition, ~~may~~results ~~not~~of beoperations ~~able~~and toprospects could ~~maintain~~be oradversely ~~enhance our competitive position~~affected.

11Many of the customers we serve are subject to consolidation and rapid technological and regulatory change, and our inability or failure to adjust to our customers’ changing needs could reduce demand for our services.

~~Some~~We ofderive, ~~our~~and ~~competitors have~~anticipate ~~already~~that ~~achieved~~we ~~greater~~will ~~market~~continue ~~penetration~~to ~~than~~derive, wea ~~have~~substantial inportion ~~the~~of ~~markets~~our inrevenue ~~which~~from wecustomers ~~compete,~~in ~~and~~the ~~some~~medical ~~have~~industry. ~~greater~~This ~~financial~~industry ~~and~~is ~~other~~subject ~~resources~~to ~~than~~rapid wechanges ~~do.~~in Atechnology ~~number~~and ofgovernmental ~~national~~regulation. ~~companies~~Changes in ~~our~~technology ~~industry~~may ~~are~~reduce ~~larger~~the ~~than~~demand wefor ~~are~~the ~~and,~~services ifwe ~~they~~provide. ~~so desire~~Additionally, the ~~could~~medical ~~establish~~industry ~~a presence~~has inbeen ~~our~~characterized ~~markets~~by ~~and~~a ~~compete~~high ~~with~~level usof ~~for~~consolidation ~~contracts.~~that Asmay a result ofin ~~this~~the ~~competition,~~loss weof ~~may~~one ~~need~~or tomore ~~accept~~of ~~lower~~our ~~contract margins~~customers. inOur ~~order~~failure to ~~compete~~rapidly ~~against~~adopt ~~competitors~~and ~~that~~master ~~have~~new ~~the~~technologies ~~ability~~as tothey ~~accept~~are ~~awards~~developed atin ~~lower~~any ~~prices~~of orthe ~~have~~industries awe ~~pre-existing~~serve ~~relationship~~or ~~with~~the consolidation aof ~~customer.~~one Ifor wemore ~~are~~of ~~unable~~our tosignificant ~~compete~~customers ~~successfully~~could inadversely ~~our~~affect ~~markets,~~ our business, financial condition, results of operations and prospects ~~could be adversely affected~~.

Many of the customers we serve are subject to consolidation and rapid technological and regulatory change, and our inability or failure to adjust to our customers’ changing needs could reduce demand for our services.11

~~We derive~~Further, ~~and~~our ~~anticipate~~customers ~~that~~are weregulated ~~will~~by ~~continue~~the toDepartment ~~derive, a substantial portion~~ of ~~our~~Health ~~revenue~~and ~~from~~Human ~~customers~~Services ~~in the medical industry. This industry is subject to rapid changes in technology~~ and ~~governmental~~other ~~regulation~~regulators. ~~Changes~~These inregulators ~~technology~~ may ~~reduce~~interpret the ~~demand~~application ~~for~~of ~~the services we provide. Additionally,~~their ~~the~~regulations ~~medical~~in ~~industry has been characterized by~~ a ~~high~~manner ~~level of consolidation~~ that ~~may~~is ~~result~~different inthan the ~~loss~~way ofsuch ~~one~~regulations orare ~~more~~currently ofinterpreted ~~our customers. Our failure to rapidly adopt~~ and ~~master~~may ~~new~~impose ~~technologies~~additional asregulations, either ~~they are developed in any~~ of ~~the~~which ~~industries~~could wereduce ~~serve~~demand orfor ~~the consolidation of one or more of~~ our ~~significant~~services ~~customers~~and ~~could~~ adversely affect our business, ~~financial~~and ~~condition,~~ results of operations ~~and prospects~~.

~~Further,~~Economic ~~our~~downturns ~~customers~~could ~~are regulated~~cause bycapital ~~the Department of Health and Human Services and other regulators. These regulators may interpret the application of their~~expenditures ~~regulations~~ in ~~a manner that is different than~~ the ~~way~~industries ~~such~~we ~~regulations~~serve ~~are~~to ~~currently interpreted and may impose additional regulations~~decrease, ~~either~~ of which ~~could~~may ~~reduce demand for our services and~~ adversely affect our business, ~~and~~financial condition, results of operations and prospects.

~~Economic~~The ~~downturns~~demand ~~could~~for ~~cause~~our ~~capital expenditures~~services has been and may be vulnerable to general downturns in the ~~industries~~United weStates ~~serve~~economy. toOur customers are affected by economic changes that decrease the need for, ~~which~~or ~~may~~the ~~adversely~~profitability ~~affect~~of, their services. This can result in a decrease in the demand for our ~~business,~~services ~~financial~~and ~~condition~~potentially result in the delay or cancellation of projects by our customers. As a result, ~~results~~some of ~~operations~~our customers may opt to defer or cancel pending projects. A downturn in overall economic conditions also affects the priorities placed on various projects funded by governmental entities and ~~prospects~~federal, state and local spending levels.

~~The~~In ~~demand~~general, ~~for~~economic ~~our services~~uncertainty ~~has~~makes ~~been~~it ~~and~~difficult ~~may be vulnerable~~ to ~~general~~estimate ~~downturns~~our incustomers’ ~~the~~requirements ~~United~~for ~~States~~our ~~economy~~services. ~~Our~~Subject ~~customers~~to ~~are~~receipt ~~affected~~of bysufficient ~~economic~~funding, ~~changes~~which ~~that~~we ~~decrease~~currently ~~the~~do ~~need~~not ~~for~~have, orwe ~~the~~plan ~~profitability~~to ~~of,~~expand ~~their~~our ~~services.~~sales ~~This~~force ~~can~~to ~~result~~enable inus ato ~~decrease~~grow ~~in the demand for~~ our ~~services~~revenues. ~~and~~If ~~potentially result~~economic factors in ~~the~~any ~~delay or cancellation~~ of ~~projects~~the byregions in ~~our~~which ~~customers.~~we Asplan ato ~~result,~~expand ~~some~~are ofnot ~~our~~favorable ~~customers~~to ~~may~~the ~~opt~~growth toand ~~defer~~development orof ~~cancel~~the ~~pending projects.~~medical Aindustry, ~~downturn~~we inmay ~~overall~~not ~~economic~~be ~~conditions~~able ~~also~~to ~~affects~~carry ~~the~~out ~~priorities~~our growth ~~placed~~strategy, onwhich ~~various~~could ~~projects~~adversely ~~funded~~affect byour ~~governmental~~business, ~~entities and~~financial ~~federal~~condition, ~~state~~results ~~and~~of ~~local~~operations ~~spending~~and ~~levels~~prospects.

InOther ~~general,~~Risks ~~economic~~Relating ~~uncertainty makes it difficult~~ to ~~estimate~~Our ~~our~~Company customers’ requirements for our services. Subject to receipt of sufficient funding, which we currently do not have, we plan to expand our sales force to enable us to grow our revenues. If economic factors in any of the regions in which we plan to expand are not favorable to the growth and ~~development of the medical industry, we may not be able to carry out our~~Results ~~growth strategy, which could adversely affect our business, financial condition, results~~ of ~~operations and prospects.~~Operations

~~Other~~Our ~~Risks~~operating ~~Relating~~results may fluctuate due to ~~Our~~factors ~~Company~~that are difficult to forecast and ~~Results of~~not ~~Operations~~within our control.

Our past operating results may ~~fluctuate~~not ~~due to~~be ~~factors~~accurate ~~that~~indicators ~~are~~of ~~difficult~~future toperformance, ~~forecast~~ and you should not ~~within~~rely on such results to predict our ~~control~~future performance.

Our ~~past~~ operating results have ~~may~~fluctuated ~~not~~and becould ~~accurate~~fluctuate ~~indicators~~in ofthe future. ~~performance,~~Factors ~~and~~that ~~you~~may ~~should~~contribute ~~not rely on such results~~ to ~~predict~~fluctuations ~~our future performance.~~include:

~~Our~~● ~~operating~~our ~~results~~ability ~~have fluctuated~~to ~~and~~effectively ~~could~~manage ~~fluctuate~~our inworking ~~the future. Factors that may contribute to fluctuations include:~~capital;

● our ability to ~~effectively~~satisfy ~~manage~~customer ~~our~~demands ~~working~~in ~~capital~~a timely and cost-effective manner; and

● ~~our~~pricing ~~ability to satisfy customer demands in a timely~~ and ~~cost-effective~~availability ~~manner;~~of ~~and~~labor.

●Actual ~~pricing~~results could differ from the estimates and ~~availability~~assumptions ofthat ~~labor~~we use to prepare our financial statements.

12To prepare financial statements in conformity with GAAP, management is required to make estimates and assumptions as of the date of the consolidated financial statements that affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. Areas requiring significant estimates by our management include:

~~Actual~~● ~~results~~contract ~~could~~costs ~~differ~~and ~~from~~profits ~~the estimates~~ and ~~assumptions~~revenue ~~that~~recognition weof ~~use~~contract tochange ~~prepare~~order ~~our financial statements.~~claims;

To● ~~prepare~~provisions ~~financial~~for ~~statements in~~uncollectible ~~conformity~~receivables ~~with GAAP, management is required to make estimates~~ and ~~assumptions~~customer asclaims; of● ~~the~~recoveries ~~date~~ of ~~the~~costs ~~consolidated~~from ~~financial statements that affect the reported values of assets and liabilities~~subcontractors, ~~revenues~~suppliers and ~~expenses, and disclosures of contingent assets and liabilities. Areas requiring significant estimates by our management include:~~others;

● ~~contract~~valuation ~~costs~~of ~~and~~assets ~~profits~~acquired and ~~revenue~~liabilities ~~recognition~~assumed ofin ~~contract~~connection ~~change~~with ~~order~~business ~~claims~~combinations;

● ~~provisions~~accruals for ~~uncollectible~~estimated ~~receivables~~liabilities, including litigation and ~~customer~~insurance ~~claims~~reserves; ~~● recoveries of costs from subcontractors, suppliers~~ and ~~others;~~

● ~~valuation~~goodwill ~~of assets acquired~~ and ~~liabilities~~intangible ~~assumed~~asset inimpairment ~~connection with business combinations;~~assessment.

~~● accruals for estimated liabilities, including litigation and insurance reserves; and~~12

●At ~~goodwill~~the time the estimates and ~~intangible~~assumptions ~~asset~~are ~~impairment~~made, ~~assessment~~we believe they are accurate based on the information available. However, our actual results could differ from, and could require adjustments to, those estimates.

AtWe ~~the~~exercise ~~time~~judgment ~~the~~in ~~estimates~~determining ~~and~~our ~~assumptions~~provision ~~are~~for ~~made,~~taxes wein ~~believe~~the ~~they~~United States that are ~~accurate~~subject ~~based~~to ontax ~~the~~authority ~~information~~audit ~~available.~~review ~~However,~~that ~~our~~could ~~actual~~result ~~results~~in ~~could~~additional ~~differ~~tax ~~from,~~liability and ~~could~~potential ~~require~~penalties ~~adjustments~~that ~~to,~~would ~~those~~negatively ~~estimates~~affect our net income.

Our tax filings are subject to review or audit by the U.S. Internal Revenue Service and state, local and foreign taxing authorities. We exercise judgment in determining ~~our~~ our worldwide provision for income and other taxes and, in the ~~United~~ordinary ~~States~~course ~~that~~of ~~are~~our ~~subject~~business, tothere may be transactions and calculations where the ultimate tax ~~authority~~determination ~~audit~~is ~~review~~uncertain. ~~that~~Examinations of our tax returns could result in ~~additional~~significant ~~tax~~proposed ~~liability~~ adjustments and assessment ~~potential~~of ~~penalties~~additional taxes that ~~would~~could ~~negatively~~adversely affect our tax provision and net income in the period or periods for which that determination is made.

~~Our~~Risks ~~tax~~Related ~~filings are subject~~ to ~~review or audit by the U.S. Internal Revenue Service and state, local and foreign taxing authorities. We exercise judgment in determining~~ our ~~worldwide~~Common provision for income and other taxes and, in the ordinary course of our business, there may be transactions and calculations where the ultimate tax determination is uncertain. Examinations of our tax returns could result in significant proposed adjustments and assessment of additional taxes that could adversely affect our tax provision and net income in the period or periods for which that determination is made.Stock

~~Risks~~Our ~~Related~~common tostock price has fluctuated substantially, and the trading price of our ~~Common~~common ~~Stock~~stock is likely to continue to be volatile, which could result in losses to investors and litigation.

~~Our~~In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our common stock ~~price~~may ~~has~~change ~~fluctuated~~for ~~substantially~~a variety of other reasons, not necessarily related to our actual operating ~~and~~performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. isIn ~~likely~~addition, tothe ~~continue~~average todaily trading volume of the securities of small companies can be ~~volatile~~very low, which ~~could~~may ~~result~~contribute into ~~losses~~future tovolatility. ~~investors~~Recently, ~~and~~the ~~litigation~~average daily trading volume of our common stock has decreased. Factors that could cause the market price of our common stock to fluctuate significantly include:

In● ~~addition~~the ~~to changes to market prices based on our~~ results of ~~operations~~operating and ~~the~~financial ~~factors~~performance ~~discussed elsewhere in this “Risk Factors” section, the market price of~~ and ~~trading~~prospects ~~volume for our common stock may change for a variety~~ of other ~~reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular~~ companies. ~~These~~in ~~broad market fluctuations may adversely affect the trading price of~~ our common stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Recently, the average daily trading volume of our common stock has decreased. Factors that could cause the market price of our common stock to fluctuate significantly include:industry;

● ~~the~~strategic ~~results~~actions ofby ~~operating~~us ~~and~~or ~~financial~~our ~~performance~~competitors, ~~and~~such ~~prospects~~as ofacquisitions ~~other~~or ~~companies in our industry~~restructurings;

● ~~strategic~~announcements ~~actions~~of byinnovations, usincreased service capabilities, new or ~~our~~terminated ~~competitors,~~customers ~~such~~or asnew, ~~acquisitions~~amended or ~~restructurings~~terminated contracts by our competitors;

● ~~announcements~~the ofpublic’s ~~innovations,~~reaction ~~increased~~to ~~service~~our ~~capabilities~~press releases, ~~new~~media orcoverage ~~terminated~~and ~~customers~~other orpublic ~~new~~announcements, ~~amended~~and orfilings ~~terminated~~with ~~contracts~~the ~~by our competitors~~SEC;

● ~~the~~market ~~public’s~~conditions ~~reaction~~for toproviders ~~our~~of ~~press~~services ~~releases,~~to ~~media coverage and other public announcements, and filings with~~ the ~~SEC~~medical industry;

13● lack of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which we compete;

● ~~market~~changes ~~conditions~~in ~~for~~government ~~providers~~policies ofin ~~services to~~ the ~~medical~~United ~~industry~~States;

● ~~lack~~changes ofin ~~securities~~earnings ~~analyst~~estimates ~~coverage~~ or ~~speculation~~recommendations inby ~~the~~any ~~press~~securities or ~~investment~~research ~~community~~analysts ~~about~~who ustrack our common stock or ~~opportunities~~failure inof ~~the~~our ~~markets~~actual inresults ~~which~~of weoperations ~~compete~~to meet any such expectations;

● ~~changes~~dilution incaused ~~government~~by ~~policies~~the inconversion into common stock of convertible securities or by the ~~United~~exercise ~~States~~of outstanding warrants or options;

● ~~changes~~market inand ~~earnings~~industry ~~estimates~~perception orof ~~recommendations~~our bysuccess, ~~any securities~~ or ~~research~~lack ~~analysts~~thereof, ~~who~~in ~~track~~pursuing our ~~common~~growth ~~stock or failure of our actual results of operations to meet any such expectations~~strategy;

~~● dilution caused by the conversion into common stock of convertible securities or by the exercise of outstanding warrants or options;~~13

● ~~market~~changes ~~and~~in ~~industry~~accounting ~~perception~~standards, ~~of our success~~policies, ~~or lack thereof~~guidance, ininterpretations ~~pursuing~~or ~~our growth strategy~~principles;

● ~~changes~~any inlawsuit ~~accounting~~involving ~~standards~~us, ~~policies,~~our ~~guidance,~~services ~~interpretations~~ or ~~principles~~our products;

● ~~any~~arrival ~~lawsuit~~and ~~involving~~departure ~~us,~~of ~~our~~key ~~services or our products~~personnel;

● ~~arrival~~government ~~and~~investigations ~~departure~~ of ~~key~~our ~~personnel~~business activities;

● ~~government~~sales ~~investigations~~of common stock by us, our investors or members of our ~~business~~management ~~activities~~team; and

● ~~sales~~changes ofin ~~common~~general ~~stock~~market, byeconomic ~~us,~~and ~~our~~political ~~investors~~conditions in the United States and global economies or ~~members~~financial ofmarkets, ~~our~~including ~~management~~those ~~team;~~resulting ~~and~~from natural or man-made disasters.

●Any ~~changes~~of inthese ~~general~~factors, as well as broader market and industry factors, ~~economic~~may result in large and ~~political~~sudden ~~conditions~~changes in the ~~United~~trading ~~States~~volume of our common stock and ~~global~~could ~~economies~~seriously harm orthe ~~financial~~market ~~markets~~price of our common stock, ~~including~~regardless ~~those~~of ~~resulting~~our operating performance. This may prevent stockholders from ~~natural~~being able to sell their shares at or ~~man-made~~above ~~disasters~~the price they paid for shares of our common stock, if at all. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations and prospects.

~~Any~~The ofsale ~~these~~or ~~factors,~~availability asfor ~~well as~~sale ~~broader~~of ~~market~~substantial amounts ~~and industry factors, may result in large and sudden changes in the trading volume~~ of our common stock ~~and~~ could ~~seriously harm~~adversely affect the market price of our common stock~~, regardless of our operating performance~~. This may prevent stockholders from being able to sell their shares at or above the price they paid for shares of our common stock, if at all. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations and prospects.

~~The~~As ~~sale~~of orDecember ~~availability~~31, ~~for~~2025, ~~sale~~there were ofan ~~substantial amounts~~aggregate of ~~our~~54,055,187 ~~common~~shares ~~stock~~issuable ~~could~~under ~~adversely affect~~ the ~~market~~warrant ~~price of our common stock~~agreements.

AsSales of ~~March~~substantial ~~18, 2025, there~~amounts ~~were~~of anshares ~~aggregate~~ of ~~26,578,477~~our ~~shares~~common ~~issuable~~stock, ~~under~~or the ~~July~~perception ~~Notes~~that ~~and~~these ~~Warrants,~~sales ~~the~~could ~~November Warrants~~occur, ~~the~~could ~~January~~adversely ~~Notes~~affect ~~and Warrants and under~~ the ~~Settlement~~market ~~Agreement~~price ~~with Core IR (estimated). All~~ of ~~these~~our ~~shares~~common ~~are~~stock and ~~registered~~could onimpair ~~the~~our ~~Registration~~future ~~Statement~~ability ofto ~~which this~~raise ~~prospectus~~capital isthrough acommon ~~part~~stock offerings.

~~Sales~~The ofmarket ~~substantial~~price ~~amounts~~ of ~~shares of~~ our common stock, oralso ~~the~~may ~~perception~~be ~~that~~adversely ~~these~~affected ~~sales~~by ~~could~~our ~~occur,~~issuance ~~would~~of ~~likely~~shares ~~adversely affect the market price~~ of our ~~common~~ capital stock ~~and~~or ~~could~~convertible ~~impair~~securities ~~our~~in ~~future~~connection ~~ability~~with tofuture acquisitions, ~~raise~~or ~~capital~~in ~~through~~connection ~~common~~with ~~stock~~our ~~offerings~~financing efforts.

~~The~~We ~~market~~may ~~price~~not ofbe ~~our~~able ~~common stock~~to ~~also~~maintain ~~may~~the beminimum $1.00 ~~adversely~~bid ~~affected~~price byper share of our ~~issuance~~Common ofStock, ~~shares~~as ofrequired ~~our~~by ~~capital~~the ~~stock~~Nasdaq orStock ~~convertible~~Market, ~~securities~~which incould ~~connection~~force ~~with~~us ~~future acquisitions,~~to orimplement ina ~~connection~~reverse ~~with~~stock split of our ~~financing~~Common ~~efforts~~Stock.

14On October 8, 2025, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company’s request for a 180-day extension to regain compliance with the Bid Price Rule. The Company now has until April 6, 2026 to meet the requirement.

WeUnder ~~have~~the ~~never~~Nasdaq ~~paid~~Rules, ~~cash~~if at ~~dividends~~any ontime ~~our~~during this 180 day period the closing bid price of the Company’s securities is at least $1 for a minimum of ten consecutive ~~common~~business ~~stock~~days, Nasdaq will provide written confirmation of compliance and dothe matter would be closed. In the event that the Company does not ~~anticipate~~regain ~~paying~~compliance ~~any~~during ~~cash~~the ~~dividends~~initial on180 ~~our~~day ~~common~~period, the Company may still be eligible for additional time. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these additional requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq would then provide notice that the Company’s securities will be subject to delisting.

WeThe ~~have~~Company ~~never~~is ~~paid cash dividends~~monitoring ~~and~~its doCommon ~~not~~Stock ~~anticipate~~trading ~~paying~~price. ~~any~~If ~~cash~~compliance ~~dividends~~with ~~on our common stock in~~ the ~~foreseeable~~minimum ~~future.~~bid Weprice ~~currently~~requirement ~~intend~~is tonot ~~retain~~regained ~~any~~within ~~earnings to~~the ~~finance~~extended ~~our operations and growth. As a result, any short~~180-~~term~~day ~~return on your investment will depend on the market price of our common stock~~period, ~~and only appreciation of~~ the ~~price~~Company ~~of our common stock, which may never occur,~~ will ~~provide~~implement a ~~return~~reverse tostock ~~stockholders.~~split ~~The~~within ~~decision whether~~the torange ~~pay~~previously ~~dividends~~approved ~~will be made~~ by ~~our~~its board of directors in light of conditions then existing, including, but not limited to, factors such as our financial condition, results of operations, capital requirements, business conditions, and covenants under any applicable contractual arrangementsshareholders. ~~Investors seeking cash dividends should not invest in our common stock.~~

If equity research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our common stock, the market price of our common stock will likely decline.14

~~The~~We ~~trading~~have ~~market~~never ~~for~~paid ~~our common~~cash ~~stock~~dividends ~~will rely in part~~ on ~~the research and reports that equity research analysts, over whom we have no control, publish about~~our uscommon ~~and~~stock ~~our business. We may never obtain research coverage by securities~~ and ~~industry~~do ~~analysts.~~not Ifanticipate nopaying ~~securities~~any orcash ~~industry~~dividends ~~analysts commence~~on ~~coverage of~~ our ~~company, the market price for price of our~~ common stock ~~could decline~~. ~~In the event we obtain securities or industry analyst coverage, the market analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.~~

AWe ~~failure~~have bynever uspaid cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to ~~establish~~retain any earnings to finance our operations and ~~maintain~~growth. As a result, any short-term return on your investment will depend on the market price of our common ~~effective~~stock, ~~internal~~and ~~control~~only ~~over~~appreciation ~~financial~~of ~~reporting~~the ~~could~~price ~~have~~of our common stock, which may never occur, will provide a ~~material~~return ~~adverse~~to ~~effect~~stockholders. onThe decision whether to pay dividends will be made by our board of directors in light of conditions then existing, including, but not limited to, factors such as our financial condition, results of operations, capital requirements, business conditions, and ~~operating~~covenants ~~results~~under any applicable contractual arrangements. Investors seeking cash dividends should not invest in our common stock.

~~Maintaining~~If ~~effective~~equity ~~internal control~~research ~~over~~analysts ~~financial~~do ~~reporting~~not ispublish research ~~necessary~~or ~~for us to produce accurate and complete financial~~ reports ~~and~~about toour ~~help prevent financial fraud. In addition~~business, ~~such~~or ~~control~~if isthey ~~required~~issue inunfavorable ~~order~~commentary toor ~~maintain~~downgrade ~~the listing of~~ our common stock ~~on the Nasdaq Capital Market. While we have undertaken remedial steps to improve our financial reporting process~~, ~~including~~ the ~~implementation~~market price of ~~a firm-wide accounting information system that collects, stores and processes financial and accounting data on a consolidated basis for use in meeting~~ our ~~reporting obligations,~~ ~~our~~common ~~internal~~stock ~~control~~will ~~over~~likely ~~financial reporting has not been effective~~decline. For the year ended December 31, 2024, we did not have effective controls over financial reporting. Our management has identified material weaknesses in our internal controls related to deficiency in our ability to have proper segregation of duties.

IfThe wetrading ~~are~~market ~~unable~~for ~~to maintain~~our ~~adequate~~common ~~internal~~stock ~~controls~~will orrely ~~fail~~in topart ~~correct~~on ~~material~~the ~~weaknesses~~research inand ~~such~~reports ~~controls~~that ~~noted~~equity byresearch ~~our~~analysts, ~~management~~over orwhom ~~our~~we ~~independent~~have ~~registered public~~no ~~accounting firm~~control, ~~our~~publish ~~business~~about us and ~~operating~~our ~~results~~business. ~~could~~We bemay ~~adversely~~never ~~affected,~~obtain weresearch ~~could~~coverage ~~again~~by ~~fail~~securities toand ~~meet~~industry ~~our~~analysts. ~~obligations~~If ~~to report~~no ~~our~~securities ~~operating~~or ~~results~~industry ~~accurately~~analysts commence ~~and~~coverage ~~completely~~of ~~and~~ our ~~continued~~company, ~~listing~~the onmarket ~~the~~price ~~Nasdaq~~for ~~Capital~~price ~~Market~~of ~~could~~our becommon ~~jeopardized.~~stock ~~We have~~could ~~implemented~~decline. aIn ~~policy~~the ~~whereby~~event ~~any~~we ~~external~~obtain ~~communications~~securities ~~need~~or toindustry analyst becoverage, ~~reviewed~~the ~~and~~market ~~approved~~analysts byissue aunfavorable ~~member~~commentary, ofeven ~~our~~if ~~Board~~it ofis ~~Directors~~inaccurate, as ~~well~~or ascease ~~our~~publishing ~~outside~~reports ~~legal~~about ~~counsel~~us or our business.

~~Complying~~A ~~with~~failure ~~the~~by ~~laws~~us to establish and ~~regulations~~maintain ~~affecting~~effective ~~public~~internal ~~companies~~control ~~will~~over ~~increase~~financial ~~our~~reporting ~~costs~~could ~~and~~have ~~the~~a ~~demands~~material onadverse ~~management~~effect ~~and~~on ~~could~~our ~~harm~~business ~~our~~and operating results.

AsMaintaining aeffective ~~public~~internal ~~company~~control ~~and~~over ~~particularly~~financial reporting is ~~after~~necessary wefor ~~cease~~us to beproduce anaccurate ~~“emerging~~and ~~growth~~complete ~~company,”~~financial wereports ~~will~~and ~~incur~~to ~~significant~~help ~~additional~~prevent ~~legal,~~financial ~~accounting, and other expenses~~fraud. In addition, ~~the~~such ~~Sarbanes-Oxley~~control ~~Act~~is required ~~and~~in ~~rules~~order ~~subsequently~~to ~~implemented~~maintain by the ~~SEC~~listing ~~and~~of ~~the~~our ~~Nasdaq~~common ~~Capital~~stock ~~Market impose various requirements~~ on ~~public~~the ~~companies,~~Nasdaq ~~including~~Capital ~~requiring changes in corporate governance practices~~Market. ~~Our~~While ~~management~~we ~~and~~have ~~other~~undertaken ~~personnel~~remedial ~~devote~~steps ~~a substantial~~to ~~amount~~improve ofour ~~time~~financial toreporting ~~these compliance initiatives. Moreover~~process, ~~these~~including ~~rules~~the ~~and~~implementation ~~regulations~~of ~~have~~a ~~increased~~firm-wide ~~and~~accounting ~~will~~information ~~continue~~system tothat ~~increase our legal~~collects, ~~accounting,~~ stores and processes financial ~~compliance costs~~ and ~~have~~accounting ~~made~~data ~~and~~on ~~will~~a ~~continue~~consolidated tobasis ~~make~~for ~~some~~use ~~activities~~in ~~more~~meeting ~~time-consuming~~our ~~and~~reporting ~~costly. For example~~obligations, ~~these~~our ~~rules~~internal ~~and~~control over ~~regulations~~financial ~~make~~reporting ithas ~~more~~not ~~difficult~~been ~~and~~effective. ~~more~~For ~~expensive~~the ~~for~~year usended toDecember ~~obtain director and officer liability insurance~~31, ~~and~~ 2025, we ~~may~~did benot ~~required~~have toeffective ~~accept~~controls ~~reduced~~over ~~policy limits and coverage or to incur substantial costs to maintain the same or similar coverage.~~financial ~~These~~reporting. ~~rules~~Our ~~and~~management ~~regulations~~has ~~could~~identified ~~also~~material ~~make~~weaknesses itin ~~more~~our ~~difficult~~internal ~~for~~controls usrelated to ~~attract~~deficiency ~~and~~in ~~retain~~our ~~qualified~~ability ~~persons~~ to ~~serve~~have onproper segregation ~~our board~~ of ~~directors~~ ~~or board committees or as executive officers~~duties.

15If we are unable to maintain adequate internal controls or fail to correct material weaknesses in such controls noted by our management or our independent registered public accounting firm, our business and operating results could be adversely affected, we could again fail to meet our obligations to report our operating results accurately and completely and our continued listing on the Nasdaq Capital Market could be jeopardized. We have implemented a policy whereby any external communications need to be reviewed and approved by a member of our Board of Directors, as well as our outside legal counsel.

IfComplying wewith dothe ~~not~~laws ~~manage~~and ~~our~~regulations affecting ~~planned~~public ~~growth~~companies ~~effectively,~~ will increase our ~~revenue,~~costs ~~business~~and the demands on management and ~~operating~~could ~~results~~harm ~~may~~our beoperating ~~harmed~~results.

~~Our~~As ~~future~~a ~~expansion~~public ~~strategy~~company, we ~~could~~will ~~include~~incur ~~possible~~significant ~~acquisitions~~additional oflegal, ~~other~~accounting, ~~SaaS~~and ~~companies~~other expenses. WeIn ~~may~~addition, ~~not~~the beSarbanes-Oxley ~~able~~Act ~~to identify, secure~~ and ~~manage~~rules ~~future acquisitions successfully.~~subsequently ~~The~~implemented ~~acquisition~~by ofthe ~~any~~SEC ~~future~~and ~~businesses~~the ~~may~~Nasdaq ~~require~~Capital aMarket ~~greater~~impose ~~than~~various ~~anticipated~~requirements ~~investment~~on ofpublic ~~operational~~companies, ~~and~~including ~~financial~~requiring ~~resources~~changes ~~as we~~in ~~seek~~corporate togovernance ~~institute~~practices. ~~uniform~~Our ~~standards~~management and ~~controls~~other ~~across~~personnel ~~acquired~~devote ~~businesses.~~a ~~Acquisitions~~substantial ~~may~~amount ~~also~~of ~~result~~time into ~~the~~these ~~diversion of management~~compliance ~~and~~initiatives. ~~resources~~Moreover, ~~increases~~these inrules ~~administrative~~and ~~costs,~~regulations ~~including~~have ~~those~~increased ~~relating~~and towill ~~the~~continue ~~assimilation~~to ofincrease ~~new~~our ~~employees~~legal, accounting, and ~~costs associated~~financial ~~with~~compliance ~~any~~costs ~~financings~~and ~~undertaken~~have inmade ~~connection~~and ~~with~~will ~~such~~continue ~~acquisitions.~~to Wemake ~~cannot~~some ~~assure~~activities ~~you~~more ~~that~~time-consuming ~~any~~and ~~acquisition~~costly. weFor ~~undertake~~example, ~~including~~these rules ~~those~~and weregulations ~~have~~make ~~already~~it ~~made,~~more ~~will~~difficult beand ~~successful.~~more ~~Future~~expensive ~~growth~~for ~~will~~us ~~also~~to ~~place~~obtain ~~additional~~director ~~demands~~and onofficer ~~our~~liability ~~management~~insurance, ~~sales,~~ and ~~marketing resources,~~we ~~and~~ may ~~require~~be required us to ~~hire~~accept ~~and~~reduced ~~train~~policy ~~additional~~limits ~~employees.~~and Wecoverage ~~will~~or ~~need~~ to ~~expand~~incur ~~and~~substantial ~~upgrade~~costs ~~our systems and infrastructure~~ to ~~accommodate~~maintain ~~our~~the ~~growth,~~same ~~and~~or wesimilar ~~may~~coverage. ~~not~~These rules ~~have~~and ~~the~~regulations ~~resources~~could toalso domake soit inmore ~~the~~difficult ~~time~~for ~~frames~~us ~~required. The failure~~ to ~~manage~~attract ~~any~~and ~~future~~retain ~~growth effectively~~qualified ~~will~~persons ~~materially~~to ~~and~~serve ~~adversely~~on ~~affect~~ our ~~business,~~board ~~financial~~of directors ~~condition~~or ~~and~~board ~~results~~committees ofor ~~operations~~as executive officers.

~~We may explore acquiring additional companies and such acquisitions may subject us to additional unknown risks.~~15

WeIf ~~may make future acquisitions of SaaS or other companies in markets that~~ we do not ~~serve~~manage ~~now.~~our Inplanned ~~completing~~growth ~~acquisitions~~effectively, ~~we will rely upon the representations and~~ ~~warranties and indemnities made by the sellers with respect to each acquisition as well as~~ our own due diligence investigation. We cannot assure you that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of the acquired companies or their businesses. To the extent that we are required to pay for undisclosed obligations of an acquired companyrevenue, orbusiness ~~if material misrepresentations exist, we may not realize the expected economic benefit from such acquisition~~ and ~~our~~operating ~~ability~~results ~~to seek legal recourse from the seller~~ may be ~~limited~~harmed.

Our future expansion strategy could include possible acquisitions of other SaaS companies. We may not be able to identify, secure and manage future acquisitions successfully. The ~~value~~acquisition of any future businesses may require a greater than anticipated investment of operational and financial resources as we seek to institute uniform standards and controls across acquired businesses. Acquisitions may also result in the diversion of management and resources, increases in administrative costs, including those relating to the assimilation of new employees, and costs associated with any financings undertaken in connection with such acquisitions. We cannot assure you that any acquisition we undertake, including those we have already made, will be successful. Future growth will also place additional demands on our ~~goodwill~~management, sales, and ~~other~~marketing resources, ~~intangible~~and may require us to hire and train additional employees. We will need to expand and upgrade our systems and infrastructure ~~assets~~to accommodate our growth, and we may ~~decline~~not have the resources to do so in the time frames required. The failure to manage any future growth effectively will materially and adversely affect our business, financial condition and results of operations.

~~As of December 31, 2024, the Company had goodwill of $5,842,433.~~ We ~~evaluate goodwill at least annually, and will do so more frequently if events or circumstances indicate that impairment~~ may ~~have~~explore ~~occurred.~~acquiring ~~Many~~additional ~~of the assumptions and estimates that we make in order to estimate the fair value of~~companies ~~our intangible assets directly impact the results of impairment testing, including an estimate of future expected revenues, earnings~~ and ~~cash~~ ~~flows,~~such ~~and~~acquisitions ~~the~~may ~~discount~~subject ~~rates~~us ~~applied~~ to ~~expected~~additional ~~cash~~unknown ~~flows~~risks. We are able to influence the outcome and ultimate results based on the assumptions and estimates we choose for testing. To avoid undue influence, we have set criteria that are followed in making assumptions and estimates. The determination of whether goodwill or acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our reporting unit. Changes in our strategy or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

~~Any~~We may make future acquisitions of ~~may~~SaaS ~~result~~or other companies in ~~potentially~~markets that we do not serve now. In completing acquisitions, we will rely upon the representations and ~~dilutive~~warranties ~~issuances~~and indemnities made by the sellers with respect to each acquisition as well as our own due diligence investigation. We cannot assure you that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of ~~equity~~the ~~securities,~~acquired companies or their businesses. To the ~~incurrence~~extent that we are required to pay for undisclosed obligations of ~~indebtedness~~an acquired company, or if material misrepresentations exist, we may not realize the expected economic benefit from such acquisition and ~~increased~~our ~~amortization~~ability ~~expense~~to seek legal recourse from the seller may be limited.

~~Any~~The ~~future~~value ~~acquisitions are likely to result in issuances~~ of ~~equity~~our ~~securities,~~goodwill ~~which will be dilutive to the equity interests of existing stockholders,~~ and ~~may~~other involve the incurrence of debt, which will require us to maintain cash flows sufficient to make payments of principal and interest, the assumption of known and unknown liabilities, and the amortization of expenses related to intangible assets, ~~all~~may ~~of which could have an adverse effect on our business, financial condition and results of operations~~decline.

As of December 31, 2025, the Company had goodwill of $5,842,433. We evaluate goodwill at least annually, and will do so more frequently if events or circumstances indicate that impairment may ~~become~~have ~~involved~~occurred. Many of the assumptions and estimates that we make in ~~litigation~~order ~~which~~to estimate the fair value of ~~could harm~~our intangible assets directly impact the results of impairment testing, including an estimate of future expected revenues, earnings and cash flows, and the discount rates applied to expected cash flows. We are able to influence the outcome and ultimate results based on the assumptions and estimates we choose for testing. To avoid undue influence, we have set criteria that are followed in making assumptions and estimates. The determination of whether goodwill or acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our ~~business~~reporting unit. Changes in our strategy or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

~~Because of the nature of our business and the exit from lines of business, there is a risk of litigation.~~ Any ~~litigation~~future ~~could~~acquisitions ~~cause~~may usresult toin ~~incur substantial expenses~~potentially ~~whether~~dilutive orissuances ~~not~~of weequity ~~prevail~~securities, ~~which~~the ~~would~~incurrence ~~reduce~~of ~~the~~indebtedness ~~capital~~and ~~available~~increased ~~for~~amortization ~~our operations~~expense.

~~Please~~Any ~~refer~~future acquisitions are likely to ~~Item~~result 3.in ~~Legal~~issuances of equity securities, which will be dilutive to the equity interests of existing stockholders, and may involve ~~Proceedings~~the incurrence of ~~this~~debt, ~~Annual~~which ~~Report~~will onrequire ~~Form~~us ~~10-K~~to ~~for~~maintain acash ~~detailed~~flows ~~description~~sufficient to make payments of principal and interest, the ~~pending~~assumption of ~~legal~~known ~~actions~~and unknown liabilities, and ~~investigations~~the amortization of expenses related to intangible assets, all of which could have an adverse effect on our business, financial condition and results of operations.

16We may become involved in litigation which could harm the value of our business.

~~Economic~~Because ~~uncertainty~~of ~~impacts~~the ~~our~~nature ~~business~~of our business and ~~financial~~the ~~results~~exit from lines of business, ~~and~~there is a ~~renewed~~risk ~~recession~~of ~~could~~litigation. ~~materially~~Any ~~affect~~litigation could cause us into incur substantial expenses whether or not we prevail, which would reduce the ~~future~~capital available for our operations.

~~Periods~~Please ofrefer ~~economic slowdown or recession could lead~~ to aItem ~~reduction~~3. inLegal ~~demand~~Proceedings ~~for our software and services, which in turn would reduce our revenues and adversely affect our results~~ of ~~operations~~this ~~and~~Annual ~~our~~Report ~~financial position. Our business will be dependent upon business discretionary spending and therefore~~on isForm ~~affected~~10-K byfor ~~business~~a ~~confidence~~detailed asdescription ~~well as the future performance~~ of the ~~United~~pending ~~States~~legal actions and ~~global economies~~investigations. As aof ~~result~~December 31, ~~our~~2025, ~~results of~~the ~~operations~~Company ~~are~~has ~~susceptible~~no actual, topending ~~economic~~or ~~slowdowns~~threatened ~~and recessions~~litigation.

We depend on the services of key executives and consultants, and the loss of these persons could materially harm our business and our strategic direction if we were unable to replace them with persons of equal experience and capabilities.16

~~Our~~Economic ~~future~~uncertainty ~~success~~impacts ~~significantly depends~~our ~~on the continued service~~ business and ~~performance~~financial ofresults, ~~our key management~~ and ~~other~~a ~~personnel.~~renewed Werecession ~~cannot~~could ~~prevent~~materially ~~members~~affect ~~of senior management/consultants from terminating their employment with~~ us ~~even~~in ~~if we have an employment or consulting agreement with them. Losing~~ the ~~services of members of senior management/consultants could materially harm our business until a suitable replacement is found, and such replacement may not have equal experience and capabilities~~future. ~~We have not purchased life insurance covering any members of our senior management.~~

~~Our~~Periods ~~common~~of ~~stock~~economic ~~may~~slowdown or berecession ~~affected~~could bylead ~~limited trading~~to ~~volume~~a ~~and~~reduction ~~price~~in ~~fluctuations~~demand for our software and services, which ~~could~~in turn would reduce our revenues and adversely affect ~~impact~~our results of operations and our financial position. Our business will be dependent upon business discretionary spending and therefore is affected by business confidence as well as the ~~value~~future performance of ~~our~~the ~~common~~United ~~stock~~States and global economies. As a result, our ~~ability~~results of operations are susceptible to ~~grow~~economic ~~our~~slowdowns ~~business~~and recessions.

~~There~~We ~~has~~depend ~~been~~on ~~limited~~the ~~trading in~~services ~~our~~of ~~common~~key ~~stock, and there can be no assurance that an active trading market in our common stock will either develop or be maintained.~~executives ~~Our common stock has experienced,~~ and ~~is likely to experience in the future~~consultants, ~~significant price~~ and ~~volume fluctuations, which could adversely affect~~ the ~~market~~loss ~~price~~ of ~~our~~these ~~common~~persons ~~stock~~could ~~without~~materially ~~regard~~harm to our ~~operating~~business ~~performance. In addition, we believe that factors such as quarterly fluctuations in our financial results~~ and ~~changes in the overall economy or the condition of the financial markets could cause the price of~~ our ~~common~~strategic ~~stock~~direction toif ~~fluctuate~~we ~~substantially.~~were ~~These~~unable ~~fluctuations may also cause short sellers~~ to ~~enter the market periodically~~replace inthem ~~the~~with ~~belief~~persons ~~that we will have poor results in the future. We cannot predict the actions~~ of ~~market~~equal ~~participants~~experience and, ~~therefore, can offer no assurances that the market for our common stock will be stable or that our share price will appreciate over time~~capabilities.

Our ~~stock~~future ~~price~~success ~~has~~significantly depends ~~been~~on ~~volatile~~the continued service and performance of our key management and other personnel. We cannot prevent members of senior management/consultants from terminating their employment with us even if we have an employment or consulting agreement with them. Losing the services of members of senior management/consultants could materially harm our business until a suitable replacement is found, and such replacement may not have equal experience and capabilities. We have not purchased life insurance covering any members of our senior management.

~~The~~Our ~~market~~common ~~price~~stock ofmay ~~our~~be ~~common~~affected by limited ~~stock~~trading ~~has~~volume ~~been~~and ~~highly~~price ~~volatile~~fluctuations, ~~and~~which could ~~fluctuate~~adversely ~~widely~~impact inthe ~~price~~value inof ~~response~~our tocommon ~~various~~stock ~~factors,~~and ~~many~~our ofability ~~which~~to ~~are~~grow ~~beyond~~ our ~~control, including the following:~~business.

●There can be no assurance that an active trading market in our ~~ability~~common stock will be maintained. Our common stock has experienced, and is likely to ~~obtain~~experience ~~working~~in the ~~capital~~future, ~~financing;~~significant ●price ~~additions~~and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or ~~departures~~the condition of ~~key~~the ~~personnel;~~financial ●markets ~~sales~~could cause the price of our common stock; ●to ~~our~~fluctuate ~~ability~~substantially. These fluctuations may also cause short sellers to ~~execute~~enter ~~our~~the ~~business~~market ~~plan;~~periodically ●in ~~operating~~the ~~results~~belief that ~~fall~~we ~~below~~will ~~expectations;~~have ●poor ~~regulatory~~results ~~developments;~~in ~~and~~the ●future. We ~~economic~~cannot predict the actions of market participants and, ~~other~~therefore, ~~external~~can ~~factors~~offer no assurances that the market for our common stock will be stable or that our share price will appreciate over time.

17Our stock price has been volatile.

InThe ~~addition,~~market ~~the~~price ~~securities markets~~of ~~from~~our ~~time~~common stock tohas ~~time~~been ~~experience~~highly ~~significant~~volatile ~~price~~ and ~~volume~~could ~~fluctuations~~fluctuate ~~that~~widely ~~are~~in ~~unrelated~~price in response to ~~the~~various ~~operating~~factors, ~~performance~~many of ~~particular companies.~~which ~~These~~are ~~market~~beyond ~~fluctuations~~our ~~may~~control, including ~~also materially and adversely affect~~ the ~~market price of our common stock.~~following:

~~Offers~~● orour ~~availability~~ability ~~for~~to ~~sale~~obtain ofworking acapital ~~substantial number~~financing; ● additions or departures of ~~shares~~key personnel; ● sales of our common stock; ~~may~~● ~~cause~~our ~~the~~ability ~~price~~to ofexecute our ~~common~~business ~~stock~~plan; to● ~~decline~~operating results that fall below expectations; ● regulatory developments; and ● economic and other external factors.

~~The~~In ~~periodic~~addition, ~~availability~~the ofsecurities ~~shares~~markets ~~for~~from ~~sale~~time ~~upon~~to ~~the~~time ~~expiration~~experience ofsignificant ~~any~~price ~~statutory~~and ~~holding~~volume ~~period~~fluctuations orthat ~~lockup~~are ~~agreements,~~unrelated ~~could create a circumstance commonly referred~~ to ~~as an “overhang”, in anticipation of which~~ the ~~market~~operating ~~price~~performance of ~~our common stock could fall~~particular companies. ~~The~~These ~~existence~~market offluctuations anmay ~~overhang, whether or not sales have occurred or are occurring,~~ also ~~could~~materially ~~make~~and ~~more~~adversely ~~difficult~~affect ~~our ability to raise additional financing through~~ the ~~sale~~market ~~of equity or equity-related securities in the future at a time and~~ price ~~that~~of weour ~~deem~~common ~~reasonable or appropriate~~stock.

~~We may be unable to establish, protect or enforce our intellectual property rights adequately.~~17

~~Our~~Offers ~~success~~or ~~will~~availability ~~depend~~for ~~in part~~sale onof ~~our~~a ~~ability to establish, protect and enforce our intellectual property and other proprietary rights. Our inability to protect~~substantial ~~our~~number ~~tradenames,~~of ~~service~~shares ~~marks~~of ~~and other intellectual property rights from infringement, piracy, counterfeiting or other unauthorized use could negatively affect~~ our ~~business.~~common Ifstock ~~we fail to establish, protect or enforce our intellectual property rights, we~~ may ~~lose~~cause ~~an important advantage in~~ the ~~market~~price ~~in which we compete. Our intellectual property rights may not be sufficient to help us maintain our position in the market and our competitive advantages. Monitoring unauthorized uses~~ of ~~and enforcing~~ our ~~intellectual~~common ~~property~~stock ~~rights~~to ~~can be difficult and costly~~decline. ~~Legal intellectual property actions are inherently uncertain and may not be successful, and may require substantial resources and management attention.~~

WeThe ~~currently~~periodic ~~host~~availability of ~~our~~shares ~~solution, serve~~for ~~our~~sale ~~customers~~upon the expiration of any statutory holding period or lockup agreements, ~~and~~could ~~support~~create ~~our~~a ~~operations~~circumstance commonly referred to as an “overhang”, in anticipation of which the ~~United~~market ~~States~~price ~~through~~of anour ~~agreement~~common ~~with~~stock acould ~~third~~fall. ~~party~~The ~~hosting~~existence ~~and~~of ~~infrastructure provider~~an overhang, whether ~~Rackspace.~~or Wenot ~~incorporate~~sales ~~standard~~have IToccurred ~~security~~or ~~measures~~are occurring, ~~including~~also ~~but~~could ~~not~~make ~~limited~~more difficult our ability to; ~~firewalls,~~raise ~~disaster~~additional ~~recovery,~~financing ~~backup,~~through ~~etc~~the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

~~Circumstances~~We ~~outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection~~ may ~~not~~ be ~~available in~~unable ~~the~~to ~~United States or other countries in which we seek protection of our marks or our copyrighted works. Also~~establish, ~~the efforts we have taken to~~ protect ~~our proprietary rights may not be sufficient~~ or enforce ~~effective. Any significant impairment of~~ our intellectual property rights ~~may harm our business or our ability to compete~~adequately.

~~Changes~~Our success will depend in part ~~laws~~on our ability to establish, ~~regulations~~protect and enforce our intellectual property and other ~~requirements~~proprietary rights. Our inability to protect our tradenames, service marks and other intellectual property rights from infringement, piracy, counterfeiting or other unauthorized use could ~~adversely~~negatively affect our business. If we fail to establish, ~~results~~protect or enforce our intellectual property rights, we may lose an important advantage in the market in which we compete. Our intellectual property rights may not be sufficient to help us maintain our position in the market and our competitive advantages. Monitoring unauthorized uses of ~~operations~~and orenforcing ~~financial~~our ~~condition~~intellectual property rights can be difficult and costly. Legal intellectual property actions are inherently uncertain and may not be successful, and may require substantial resources and management attention.

We ~~are~~currently ~~subject~~host toour ~~the laws~~solution, ~~regulations~~serve ~~and~~our ~~other~~customers, ~~requirements~~and ofsupport ~~the~~our ~~jurisdictions~~operations in ~~which~~the weUnited ~~operate.~~States ~~Changes~~through toan ~~these~~agreement ~~laws~~with ~~could~~a ~~have~~third aparty ~~material~~hosting ~~adverse~~and ~~impact~~infrastructure onprovider, ~~the~~Rackspace. ~~revenue~~We incorporate standard IT security measures, ~~profit~~including orbut ~~the~~not ~~operation~~limited ofto; ~~our~~firewalls, ~~business~~disaster recovery, backup, etc.

~~Disruptions~~Circumstances inoutside our control ~~information~~could ~~technology~~pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available ~~systems~~in the United States or ~~security~~other ~~breaches~~countries ofin ~~confidential~~which ~~customer~~we ~~information~~seek protection of our marks or ~~personal~~our ~~employee~~copyrighted ~~information~~works. ~~could~~Also, the efforts we have antaken to ~~adverse~~protect ~~impact~~our onproprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights may ~~operations~~harm our business or our ability to compete.

~~Our~~Changes ~~operations~~in ~~are dependent upon the integrity~~laws, ~~security~~regulations and ~~consistent~~other ~~operation of various information technology systems and data centers that process transactions,~~requirements ~~communication~~could ~~systems~~adversely ~~and~~affect ~~various other software applications used throughout~~ our ~~operations.~~business, ~~Disruptions~~results inof ~~these systems could have an adverse impact on our~~ operations. ~~We could encounter difficulties in developing new systems~~ or ~~maintaining~~financial ~~and upgrading existing systems~~condition. ~~Such difficulties could lead to significant expenses or to losses due to disruption in our business operations.~~

InWe ~~addition, our information technology systems~~ are subject to the ~~risk of infiltration or data theft. The techniques used to obtain unauthorized access~~laws, ~~disable or~~ ~~degrade~~regulations ~~service, or sabotage information technology systems change frequently~~ and ~~may~~other berequirements ~~difficult to detect or prevent over long periods~~ of ~~time. Moreover,~~ the ~~hardware,~~jurisdictions ~~software~~in orwhich ~~applications~~ we ~~develop~~operate. orChanges ~~procure~~to ~~from~~these ~~third~~laws ~~parties~~could ~~may~~have ~~contain~~a ~~defects~~material inadverse ~~design or manufacture~~impact oron ~~other problems that could unexpectedly compromise~~ the ~~security of our information systems. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud or deception aimed at our employees~~revenue, ~~contractors~~profit or ~~temporary staff. In~~ the ~~event that~~operation ~~the security~~ of our ~~information systems is compromised, confidential information could be misappropriated, and system disruptions could occur~~business. Any such misappropriation or disruption could cause significant harm to our reputation, lead to a loss of sales or profits or cause us to incur significant costs to reimburse third parties for damages.

18Disruptions in our information technology systems or security breaches of confidential customer information or personal employee information could have an adverse impact on our operations.

Our ~~current~~operations ~~insurance~~are ~~policies~~dependent upon ~~may~~the ~~not~~integrity, ~~provide adequate~~security ~~levels~~and consistent operation of ~~coverage~~various ~~against~~information ~~all~~technology ~~claims~~systems and data centers that process transactions, communication systems and wevarious ~~may~~other ~~incur~~software ~~losses~~applications ~~that~~used ~~are~~throughout ~~not~~our ~~covered~~operations. byDisruptions in these systems could have an adverse impact on our ~~insurance~~operations. We could encounter difficulties in developing new systems or maintaining and upgrading existing systems. Such difficulties could lead to significant expenses or to losses due to disruption in our business operations.

WeIn ~~believe~~addition, weour ~~maintain insurance~~information ~~coverage~~technology ~~that~~systems isare ~~customary~~subject ~~for~~to ~~businesses~~the risk of ~~our~~infiltration ~~size~~or ~~and~~data ~~type;~~theft. ~~however,~~The wetechniques ~~may~~used ~~be unable~~ to ~~insure~~obtain ~~against~~unauthorized ~~certain~~access, ~~types~~disable ~~of losses~~ or ~~claims~~degrade service, or ~~the~~sabotage ~~cost~~information oftechnology ~~such~~systems ~~insurance~~change frequently and may be ~~prohibitive.~~difficult ~~For~~to ~~example,~~detect ~~although~~or weprevent ~~carry~~over ~~insurance~~long ~~for breaches~~ periods of ~~our~~time. ~~computer~~Moreover, ~~network security~~the hardware, ~~there~~software ~~can~~or beapplications nowe ~~assurance~~develop ~~that~~or ~~such~~procure ~~insurance~~from ~~will~~third ~~cover~~parties ~~all~~may ~~potential~~contain ~~losses~~defects orin ~~claims~~design or manufacture or other problems that ~~the~~could ~~dollar~~unexpectedly ~~limits~~compromise the security of ~~such~~our ~~insurance will~~information besystems. ~~sufficient~~Unauthorized toparties ~~provide~~may ~~full~~also ~~coverage~~attempt ~~against~~to gain ~~all~~access ~~losses~~to our systems or ~~claims.~~facilities ~~Uninsured~~through ~~losses~~fraud or ~~claims,~~deception ifaimed ~~they~~at ~~occur~~our employees, ~~could~~contractors ~~have~~or atemporary ~~material~~staff. In the event ~~adverse~~that ~~effect~~the onsecurity of our ~~financial~~information ~~condition~~systems is compromised, ~~business~~confidential information could be misappropriated, and ~~results~~system ofdisruptions could ~~operations~~occur. ~~Our~~Any ~~insurance~~such ~~policies~~misappropriation ~~may~~or ~~also~~disruption becould ~~subject~~cause significant harm to ~~substantial~~our reputation, lead to a loss of sales or profits ~~deductibles/retentions~~or cause us to incur significant costs to reimburse third parties for damages.

WeOur ~~may~~current beinsurance ~~required~~policies tomay ~~pay~~not ~~for~~provide adequate ~~the~~levels ~~defense~~ of ~~our~~coverage ~~clients,~~against ~~officers~~all claims, orand ~~directors~~we inmay ~~accordance~~incur ~~with~~losses ~~certain~~that ~~indemnification~~are ~~provisions~~not covered by our insurance.

~~Our~~We ~~company~~believe ~~provides~~we ~~indemnification~~maintain insurance coverage that is customary for businesses of ~~varying~~our ~~scope~~size toand ~~certain~~type; ~~customers~~however, ~~against~~we ~~claims~~may ofbe ~~intellectual~~unable ~~property~~to ~~infringement~~insure ~~made~~against bycertain ~~third~~types ~~parties~~of ~~arising~~losses ~~from~~or claims, or the ~~use~~ cost of ~~our~~such ~~services~~insurance may be prohibitive. InFor ~~accordance~~example, ~~with~~although ~~authoritative~~we ~~guidance~~carry insurance for ~~accounting~~breaches ~~for~~of ~~guarantees~~our computer network security, wethere ~~evaluate~~can ~~estimated~~be ~~losses~~no ~~for~~assurance that such ~~indemnification. Management~~insurance ~~considers~~will ~~such~~cover ~~factors~~all aspotential ~~the~~losses ~~degree~~or ofclaims ~~probability~~or ofthat anthe ~~unfavorable~~dollar ~~outcome~~limits ~~and~~of ~~the~~such ~~ability~~insurance will be sufficient to ~~make~~provide afull ~~reasonable~~coverage ~~estimate of~~against ~~the~~all ~~amount~~losses ofor ~~loss~~claims. ToUninsured ~~date~~losses or claims, noif ~~such~~they ~~claims~~occur, could have ~~been~~a ~~filed~~material adverse ~~against~~effect on our ~~company~~financial ~~and~~condition, asbusiness aand ~~result,~~results noof ~~liability~~operations. ~~has~~Our ~~been~~insurance ~~recorded~~policies ~~in our~~may ~~consolidated~~also ~~financial~~be ~~statements~~subject to substantial deductibles/retentions.

As permitted under Delaware law, our company has agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our company’s request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have directors’ and officers’ liability insurance coverage that is intended to reduce our financial exposure and may enable us to recover a portion of any such payments.18

~~Please~~We ~~refer~~may tobe ~~Item~~required 3.to ~~Legal Proceedings~~pay ~~of this Annual Report on Form 10-K~~ for athe ~~detailed description~~ defense of ~~the~~our ~~various~~clients, ~~actions~~officers, ~~and~~or ~~investigations~~directors ~~for~~in ~~which~~accordance wewith ~~are~~certain ~~obligated to~~indemnification ~~indemnify our officers and directors~~provisions.

~~Item~~Our 1Bcompany provides indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of our services. ~~Unresolved~~In ~~Staff~~accordance ~~Comments~~with authoritative guidance for accounting for guarantees, we evaluate estimated losses for such indemnification. Management considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against our company and, as a result, no liability has been recorded in our consolidated financial statements.

~~None~~As permitted under Delaware law, our company has agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our company’s request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have directors’ and officers’ liability insurance coverage that is intended to reduce our financial exposure and may enable us to recover a portion of any such payments.

Please refer to Item 23. ~~Properties~~Legal Proceedings of this Annual Report on Form 10-K for a detailed description of the various actions and investigations for which we are obligated to indemnify our officers and directors.

~~The~~Item ~~Company does not own any real property~~1B. ~~The~~Unresolved ~~principal~~Staff executive offices are located at an office complex in Tampa, Florida, consisting of shared office space that we are leasing. The lease is under a month-to-month lease agreement. The lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services.Comments

~~We believe that our facilities are adequate for our current needs~~None.

19Item 1C. Cybersecurity

~~Item~~In 3the ordinary course of our business, we receive, process, use, store and share digitally large amounts of data, including user data as well as confidential, sensitive and proprietary information. ~~Legal~~We ~~Proceedings~~depend largely upon our information technology systems in the conduct of all aspects of our operations. Maintaining the integrity and availability of our information technology systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to our operations and business strategy. To this end, we have implemented processes and systems designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems to prevent adverse effects on the confidentiality, integrity, and availability of these systems and the data residing in them.

InDuring ~~conducting our business~~2025, we ~~may~~did ~~become~~not ~~involved~~identify inany ~~legal~~cybersecurity ~~proceedings.~~breaches ~~We will accrue a liability for such matters when it is probable~~ that amaterially ~~liability~~affected, ~~has~~or ~~been incurred~~are ~~and the amount can be~~ reasonably ~~estimated.~~likely ~~When~~to ~~only~~materially ~~a range of possible loss can be established~~affect, ~~the most probable amount in~~our ~~the~~business ~~range is accrued. If no amount within this range is a better estimate than any other amount within the range~~strategy, ~~the~~results ~~minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates~~ of ~~potential damages~~operations, ~~outside legal~~or ~~fees~~financial ~~and other directly related costs expected to be incurred~~condition.

~~CorProminence~~Item ~~d/b/a Core IR v~~2. ~~SCWorx~~Properties

~~AAA~~The ~~Arbitration~~Company ~~Case~~does ~~01-22-0001-5709~~not own any real property. The principal executive offices are located at an office complex in Middleton, Massachusetts, consisting of shared office space that we are leasing. The lease is under a one year lease agreement. The lease allows for the use of a private office, conference rooms, mail handling, videoconferencing, and certain other business services.

AsWe ~~previously~~believe ~~disclosed~~that ~~in the~~our ~~Company’s periodic reports filed with the SEC, on April 25, 2022, the Company received a Demand for Arbitration along with a~~facilities ~~Statement~~are ofadequate Claim filed by Core IR with the American Arbitration Association seeking damages in the amount of approximately $190,000. arising out of a marketing and consulting agreement. The Company filed its answer, affirmative defenses and counterclaims on May 16, 2022. By order of the arbitrator dated November 1, 2022, Core IR received permission to amend its Statement of Claim to increase its request for ~~damages~~ to $257,546. The Company received the final decision of the Arbitrator on October 16, 2023, awarding Core IR $461,856 including unpaid compensation, indemnification for legal fees and costs, prevailing party legal fees and interest (the “Award”). Core IR has since obtained a judgement in the amount of approximately $502,000 (including interest) (“Judgement”). The Company and Core IR entered into a settlement agreement dated July 12, 2024 under which the Company agreed to issue Core IR shares of its common stock with a value of $502,000 (determined based on sales proceeds realized by Core IR), in full and complete satisfaction of the Judgement. The settlement agreement is filed as exhibit 10.5 to our ~~annual~~current ~~report on Form 10-K as filed with the SEC on September 24, 2024~~needs. ~~On July, 18, 2024, the Company issued 159,776 shares of its common stock in the first tranche of payments under this agreement.~~

InItem ~~connection~~3. ~~with~~Legal the Settlement Agreement, the Company and Core IR entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the Commission to register for resale the shares issuable upon under the Settlement Agreement as described above.Proceedings

~~Hadrian~~In ~~Equities~~conducting ~~Partners~~our business, we ~~LLC~~may etbecome ~~ano~~involved in legal proceedings. vWe will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in ~~SCWorx~~the ~~Corp~~range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

~~Case~~Item No4. ~~22-cv-07096~~Mine ~~(JLR)~~Safety ~~(S.D.N.Y)~~Disclosures

OnNot ~~August 19, 2022, Hadrian Equities Partners, LLC and the Phillip W~~applicable. Caprio, Jr. 2007 Irrevocable Trust filed a complaint in the United States District Court for the Southern District of New York alleging that SCWorx was dilatory and did not comply with its alleged contractual duties to remove the restrictions from Plaintiffs’ converted AMMA stock to SCWorx stock until August 10 and August 11, 2020. Plaintiffs allege that as a result, they were unable to sell their SCWorx stock when SCWorx was trading at its highest price on April 13, 2020. The Complaint sought $500,000 in damages. Plaintiffs filed an Amended Complaint on November 28, 2022. On February 6, 2023, SCWorx filed its answer to the Amended Complaint interposing numerous defenses. Plaintiff has since entered into a settlement agreement dated December 1, 2023 (effective as of October 23, 2023) (as amended April 29, 2024), under which the Company agreed to pay Plaintiffs $20,000 and issue them 37,500 shares of common stock, all in full settlement of the claims made in the lawsuit. The Company has accrued for this liability which is included in accounts payable and accrued liabilities on the Company’s consolidated balance sheet at December 31, 2023. The cash payment was made in July 2024, and the shares were issued in May 2024.

~~Item 4. Mine Safety Disclosures~~19

~~Not~~PART ~~applicable.~~II

20Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~PART~~Market IIInformation for Common Stock

~~Item~~Our 5.common stock was listed on the Nasdaq Capital Market ~~for~~under the ~~Registrant’s~~symbol ~~Common~~“AMMA” ~~Equity~~from October 6, ~~Related~~2016 ~~Stockholder~~through ~~Matters~~February ~~and~~3, ~~Issuer~~2019. ~~Purchases~~Our symbol was changed to “WORX” on February 4, 2019 in connection with the closing of ~~Equity~~the ~~Securities~~SCWorx acquisition. The following table sets forth for the indicated periods the high and low closing prices for SCWorx’s common stock as reported on the NASDAQ Capital Market.

Market Information for Common Stock

	2025				2024
	High		Low		High		Low
First Quarter	$	1.98	$	0.68	$	3.89	$	1.20
Second Quarter	$	1.00	$	0.40	$	3.78	$	1.70
Third Quarter	$	0.46	$	0.28	$	1.62	$	0.98
Fourth Quarter	$	0.39	$	0.19	$	3.00	$	0.90

~~Our~~Holders common stock was listed on the Nasdaq Capital Market under the symbol “AMMA” from October 6, 2016 through February 3, 2019. Our symbol was changed to “WORX” on February 4, 2019 in connection with the closing of ~~the SCWorx acquisition. The following table sets forth for the indicated periods the high and low closing prices for SCWorx’s common stock as reported on the NASDAQ Capital Market.~~Record

OnAs ~~October~~of 6,March ~~2023~~31, ~~following stockholder approval at the Company’s annual meeting~~2026, ~~the Company amended its certificate of incorporation to implement a 1 for~~there 15were ~~reverse split of its common stock. The effect of the reverse stock split was to combine every~~ 15,999,423 ~~shares of~~ outstanding ~~common~~shares ~~stock into one share~~ of common stock~~. The~~ ~~reverse~~held ~~stock~~by ~~split~~428 ~~was~~stockholders ~~effective at the opening~~ of ~~the trading day on October 11, 2023~~record.

~~The effects of the reverse stock split have been reflected in this Annual Report on Form 10-K for all periods presented.~~Dividends

	2024				2023
	High		Low		High		Low
First Quarter	$	3.89	$	1.20	$	7.38	$	4.80
Second Quarter	$	3.78	$	1.70	$	9.90	$	3.18
Third Quarter	$	1.62	$	0.98	$	5.70	$	2.72
Fourth Quarter	$	3.00	$	0.90	$	3.23	$	1.65

We have never declared or paid any cash dividends on our shares of common stock, and we do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant. Furthermore, our ability to pay dividends is limited by the Delaware General Corporation Law, which provides that a corporation may pay dividends only out of existing “surplus,” which is defined as the amount by which a corporation’s net assets exceeds its stated capital.

~~Holders~~Nasdaq ofminimum ~~Record~~bid price deficiency notification

As ofPreviously ~~March~~Disclosed 31in the Company’s periodic report filed with the SEC on April 16, 2025, ~~there~~Nasdaq notified the Company that based upon the Company’s ~~were~~closing 2bid price for the last 30 consecutive business days (February 26,~~105~~ 2025 through April 9,~~755~~ ~~outstanding~~2025), ~~shares~~the ofCompany ~~common~~no ~~stock~~longer ~~held~~meets bythe listed ~~434~~securities ~~stockholders~~requirement to maintain a minimum bid price of ~~record~~$1 per share pursuant to Nasdaq Rules 5550(a)(2) and 5810(c)(3)(A).

~~Dividends~~20

WeOn ~~have~~October ~~never~~8, ~~declared or paid any cash dividends on our shares of common stock~~2025, ~~and we do not expect to pay cash dividends in~~ the ~~foreseeable future. We anticipate~~Company ~~that~~received wewritten ~~will~~notification ~~retain~~from ~~any earnings to support operations and to finance~~ the ~~growth~~Listing ~~and~~Qualifications ~~development~~Department of ~~our~~Nasdaq, ~~business.~~granting ~~Any future determination relating to our dividend policy will be made at~~ the ~~discretion~~Company’s ofrequest ~~our~~for ~~Board of Directors and will depend on~~ a ~~number of factors, including~~180-day ~~future~~extension ~~earnings,~~to ~~capital~~regain ~~requirements,~~compliance ~~financial~~with ~~conditions and future prospects and other factors~~ the ~~Board~~Bid ofPrice ~~Directors may deem relevant~~Rule. ~~Furthermore,~~ ~~our~~The ~~ability~~Company tonow ~~pay~~has ~~dividends~~until isApril ~~limited by the Delaware General Corporation Law~~6, ~~which~~2026 ~~provides~~to ~~that~~meet ~~a corporation may pay dividends only out of existing “surplus,” which is defined as~~ the ~~amount by which a corporation’s net assets exceeds its stated capital~~requirement.

~~Item~~Under 6the Nasdaq Rules, if at any time during this 180 day period the closing bid price of the Company’s securities is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter would be closed. ~~[Reserved]~~In the event that the Company does not regain compliance during the initial 180 day period, the Company may still be eligible for additional time. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these additional requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq would then provide notice that the Company’s securities will be subject to delisting.

21The Company is monitoring its Common Stock trading price. If compliance with the minimum bid price requirement is not regained within the extended 180-day period, the Company will implement a reverse stock split within the range previously approved by its shareholders.

Item 76. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~[Reserved]

~~This~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

~~Readers~~This ~~are urged to carefully~~Management’s ~~review~~Discussion and ~~consider~~Analysis ~~the~~of ~~various~~Financial ~~disclosures~~Condition ~~made by us in this report~~ and inResults ~~our~~of ~~other~~Operations ~~reports~~includes ~~filed~~a ~~with~~number ~~the~~of ~~Securities~~forward-looking ~~and~~statements ~~Exchange~~that reflect ~~Commission.~~Management’s ~~Important~~current ~~factors~~views ~~known~~with torespect ~~us could cause actual results~~ to ~~differ~~future ~~materially~~events ~~from~~and ~~those~~financial ~~in forward-looking statements~~performance. ~~We undertake~~You nocan ~~obligation~~identify tothese ~~update~~statements orby ~~revise~~ forward-looking words ~~statements~~such toas ~~reflect~~“may” ~~changed~~“will,” ~~assumptions~~“expect,” ~~the~~“anticipate,” ~~occurrence~~“believe,” ~~of unanticipated~~“estimate” ~~events~~and “continue,” or ~~changes~~similar ~~in the future operating results over time~~words. WeThose ~~believe~~statements ~~that~~include ~~its~~statements ~~assumptions~~regarding ~~are~~the ~~based~~intent, ~~upon~~belief ~~reasonable~~or ~~data~~current ~~derived from~~expectations of us and ~~known~~members ~~about~~of our ~~business~~management ~~and~~team ~~operations~~as ~~and~~well as the ~~business~~assumptions ~~and~~on ~~operations~~which ofsuch ~~our~~statements ~~company~~are based. NoProspective ~~assurances~~investors are ~~made~~ cautioned that ~~actual~~any ~~results of~~such ~~operations~~forward-looking orstatements ~~the~~are ~~results~~not guarantees of ~~our~~ future ~~activities~~performance ~~will~~and ~~not~~involve ~~differ~~risk ~~materially~~and ~~from~~uncertainties, ~~its~~and ~~assumptions. Factors~~ that ~~could cause differences~~actual ~~include,~~results ~~but~~may ~~are~~differ ~~not~~materially ~~limited~~from ~~to,~~those ~~expected~~contemplated ~~market~~by ~~demand~~such ~~for~~forward-looking ~~our services, fluctuations in pricing for materials, and competition~~statements.

~~Our~~Readers ~~Business~~are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of our company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing for materials, and competition.

~~SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers and big data analytics for the healthcare industry.~~21

~~SCWorx~~Our has developed and markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals. SCWorx’s software platform enables healthcare providers to simplify, repair, and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”). SCWorx’s solutions are designed to improve the flow of information quickly and accurately between the existing supply chain, electronic medical records, clinical systems, and patient billing functions. The software is designed to achieve multiple operational benefits such as supply chain cost reductions, decreased accounts receivables aging, accelerated and more accurate billing, contract optimization, increased supply chain management and cost visibility, synchronous Charge Description Master (“CDM”) and control of vendor rebates and contract administration fees.Business

SCWorx ~~empowers~~is ~~healthcare providers~~a toprovider ~~maintain~~of ~~comprehensive~~data content ~~access~~ and ~~visibility~~services related to anthe ~~advanced~~repair, ~~business~~normalization ~~intelligence that enables better decision-making~~ and ~~reductions~~ ininteroperability ~~product~~of ~~costs~~information ~~and~~for ~~utilization,~~healthcare ~~ultimately~~providers ~~leading to accelerated~~ and ~~accurate~~big ~~patient~~data ~~billing. SCWorx’s software modules~~analytics ~~perform~~for ~~separate~~the ~~functions~~healthcare ~~as follows:~~industry.

●SCWorx ~~virtualized~~has ~~Item~~developed ~~Master~~and ~~File~~markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals. SCWorx’s software platform enables healthcare providers to simplify, repair, ~~expansion~~and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and ~~automation;~~provides the basis for sophisticated data analytics (“big data”). SCWorx’s solutions are designed to improve the flow of information quickly and accurately between the existing supply chain, electronic medical records, clinical systems, and patient billing functions. The software is designed to achieve multiple operational benefits such as supply chain cost reductions, decreased accounts receivables aging, accelerated and more accurate billing, contract optimization, increased supply chain management and cost visibility, synchronous Charge Description Master (“CDM”) and control of vendor rebates and contract administration fees.

●SCWorx ~~CDM~~empowers ~~management;~~healthcare providers to maintain comprehensive access and visibility to an advanced business intelligence that enables better decision-making and reductions in product costs and utilization, ultimately leading to accelerated and accurate patient billing. SCWorx’s software modules perform separate functions as follows:

● ~~contract~~virtualized ~~management~~Item Master File repair, expansion and automation;

● ~~request~~CDM ~~for proposal automation~~management;

● ~~rebate~~contract management;

● ~~big~~request ~~data~~for ~~analytics~~proposal ~~modeling~~automation; ~~and~~

● ~~data~~rebate ~~integration and warehousing.~~management;

~~SCWorx~~● ~~continues~~big ~~to provide transformational~~ data~~-driven~~ ~~solutions~~analytics tomodeling; many healthcare providers in the United States. The Company’s clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues that they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and ~~relationships with strategic partners.~~

22● data integration and warehousing.

SCWorx’s ~~software~~continues ~~solutions~~to provide ~~are~~transformational ~~delivered~~data-driven solutions to ~~its~~many ~~clients~~healthcare ~~within~~providers ain ~~fixed~~the ~~term~~United ~~period,~~States. ~~typically~~The aCompany’s ~~three-to-five-year~~clients ~~contracted~~are ~~term,~~geographically dispersed ~~where~~throughout ~~such~~the ~~software~~country. The Company’s focus is ~~hosted in~~to ~~SCWorx~~assist ~~data~~healthcare ~~centers~~providers ~~(Amazon~~with ~~Web~~issues ~~Service’s~~that ~~“AWS”~~they orhave ~~RackSpace)~~pertaining ~~and~~to data ~~accessed~~interoperability. bySCWorx ~~such~~provides ~~clients~~these solutions through a ~~secure~~combination ~~connection in~~of adirect ~~software~~sales asand arelationships ~~service~~with ~~(“SaaS”)~~strategic ~~delivery method~~partners.

SCWorx’s ~~currently~~software ~~sells~~solutions are delivered to its ~~solutions~~ ~~and~~clients ~~services~~within ina ~~the~~fixed ~~United~~term ~~States~~period, typically a three-to-five-year ~~hospitals~~contracted ~~and~~term, ~~health~~where ~~systems~~such ~~through~~software ~~its~~is ~~direct~~hosted in ~~sales~~SCWorx ~~force~~data ~~and~~centers ~~its~~(Amazon ~~distribution~~Web Service’s “AWS” or RackSpace) and ~~reseller~~accessed by such clients through a secure connection ~~partnerships~~in a software as a service (“SaaS”) delivery method.

WeSCWorx currently ~~host~~sells ~~our~~its solutions, ~~serve our customers,~~ and ~~support~~services ~~our operations~~ in the United States ~~through an agreement with a third party hosting and infrastructure provider, RackSpace. We incorporate standard IT security measures, including but not limited~~ to; ~~firewalls,~~hospitals ~~disaster recovery, backup, etc. Our operations are dependent upon the integrity, security~~ and ~~consistent~~health ~~operation of various information technology~~ systems ~~and data~~through ~~centers~~its ~~that~~direct ~~process~~sales ~~transactions,~~force ~~communication systems~~ and ~~various~~its ~~other~~distribution software applications used throughout our operations. Disruptions in these systems could have an adverse impact on our operations. We could encounter difficulties in developing new systems or maintaining and ~~upgrading existing systems. Such difficulties could lead to significant expenses or to losses due to disruption in~~reseller ~~our business operations~~partnerships.

InWe ~~addition,~~currently host our ~~information~~solutions, ~~technology~~serve ~~systems~~our ~~are~~customers, ~~subject~~and tosupport ~~the~~our ~~risk~~operations ofin ~~infiltration~~the orUnited ~~data~~States ~~theft.~~through ~~The~~an ~~techniques~~agreement ~~used~~with toa ~~obtain~~third ~~unauthorized~~party ~~access,~~hosting ~~disable~~and orinfrastructure ~~degrade service~~provider, orRackSpace. ~~sabotage~~We ~~information~~incorporate ~~technology~~standard ~~systems~~IT ~~change~~security ~~frequently~~measures, ~~and~~including ~~may~~but benot ~~difficult~~limited to; ~~detect~~firewalls, ordisaster ~~prevent~~recovery, ~~over long periods~~backup, ~~of time~~etc. ~~Moreover,~~Our ~~the~~operations ~~hardware,~~are ~~software~~dependent orupon ~~applications~~the weintegrity, ~~develop~~security orand ~~procure~~consistent ~~from~~operation ~~third~~of ~~parties~~various ~~may~~information ~~contain~~technology ~~defects~~systems ~~in design or manufacture~~and ordata ~~other~~centers ~~problems~~ that ~~could~~process ~~unexpectedly~~transactions, ~~compromise~~communication ~~the~~systems ~~security~~and ofvarious ~~our~~other ~~information~~software ~~systems.~~applications ~~Unauthorized~~used ~~parties~~throughout ~~may~~our ~~also attempt to~~operations. ~~gain~~Disruptions ~~access~~in tothese ~~our~~ systems orcould ~~facilities~~have ~~through~~an ~~fraud~~adverse orimpact ~~deception~~on ~~aimed at~~ our ~~employees, contractors or temporary staff~~operations. InWe ~~the~~could ~~event that~~encounter ~~the~~difficulties ~~security~~in ofdeveloping ~~our~~new ~~information~~ systems or ismaintaining ~~compromised, confidential information could be misappropriated,~~ and ~~system~~upgrading ~~disruptions could~~existing ~~occur~~systems. ~~Any~~Such ~~such~~difficulties ~~misappropriation or disruption~~ could ~~cause significant harm to our reputation,~~ lead to asignificant ~~loss~~expenses ~~of sales~~ or ~~profits or cause us~~ to ~~incur~~losses ~~significant~~due ~~costs~~ to ~~reimburse~~disruption ~~third~~in our ~~parties~~business ~~for damages~~operations.

~~Critical Accounting Policies and Estimates~~22

~~Management’s~~In ~~discussion and~~addition, ~~analysis~~our ofinformation technology ~~our~~systems ~~consolidated~~are ~~financial~~subject ~~condition~~to ~~and~~the ~~results~~risk of ~~operations~~infiltration ~~are~~or ~~based~~data ~~upon our consolidated financial statements~~theft. ~~These consolidated~~The ~~financial~~techniques ~~statements~~used ~~have~~to ~~been~~obtain ~~prepared~~unauthorized inaccess, ~~conformity~~disable ~~with generally accepted accounting principles (“GAAP”)~~or indegrade ~~the~~service, ~~United~~or ~~States~~sabotage ~~which~~information ~~requires~~technology ussystems tochange ~~make~~frequently ~~estimates~~ and ~~judgments~~may ~~that~~be ~~affect~~difficult ~~the~~to ~~reported~~detect ~~amounts~~or ofprevent ~~assets,~~over ~~liabilities,~~long ~~revenues~~periods ~~and expenses, and related disclosure~~ of ~~contingent assets and liabilities~~time. ByMoreover, ~~their~~the ~~nature~~hardware, ~~these~~software ~~estimates~~or ~~and~~applications ~~judgments~~we ~~are~~develop ~~subject to~~or anprocure ~~inherent~~from ~~degree~~third ofparties ~~uncertainty.~~may Wecontain ~~evaluate~~defects ~~our~~in ~~estimates~~design ~~based~~or onmanufacture or ~~our historical experience and various~~ other ~~assumptions~~problems that ~~are~~ ~~believed~~could tounexpectedly becompromise ~~reasonable under~~ the ~~circumstances.~~security ~~These~~of ~~estimates~~our ~~relate~~information tosystems. ~~revenue~~Unauthorized ~~recognition,~~parties ~~the~~may ~~assessment~~also ofattempt ~~recoverability~~to ofgain ~~goodwill~~access ~~and~~to ~~intangible~~our ~~assets,~~systems ~~the~~or ~~assessment~~facilities ofthrough ~~useful~~fraud ~~lives~~or ~~and~~deception ~~the~~aimed ~~recoverability~~at ofour ~~property~~employees, ~~plant~~contractors ~~and~~or ~~equipment,~~temporary ~~the~~staff. ~~allowances for~~In ~~credit losses,~~ the ~~valuation and recognition of stock-based compensation expense, recognition and measurement of deferred income tax~~event ~~assets~~that ~~and liabilities,~~ the ~~assessment~~security of ~~unrecognized~~our ~~tax~~information ~~benefits,~~systems ~~equity~~is ~~of convertible debt~~compromised, ~~and~~confidential ~~others.~~information ~~Actual results~~ could ~~differ from~~be ~~those estimates~~misappropriated, and ~~material~~system ~~effects~~disruptions could onoccur. ~~our~~Any ~~consolidated~~such ~~operating~~misappropriation ~~results~~or ~~and~~disruption ~~consolidated~~could ~~financial~~cause ~~position~~significant ~~may~~harm ~~result. Refer~~ to ~~Note~~our 3reputation, ~~Summary~~lead ofto ~~Significant~~a ~~Accounting~~loss ~~Policies,~~of insales ~~the~~or ~~accompanying~~profits or ~~consolidated~~cause ~~financial~~us ~~statements,~~to ~~for~~incur asignificant ~~full~~costs ~~description~~to ~~of our~~reimburse ~~accounting~~third ~~policies~~parties for damages.

~~Basis~~Critical ofAccounting ~~Presentation~~Policies and Estimates

~~The~~Management’s ~~accompanying~~discussion and analysis of our consolidated financial condition and results of operations are based upon our consolidated financial statements. ~~have~~These consolidated financial statements have been prepared in ~~accordance~~conformity with generally accepted accounting principles (“GAAP”) in the United States which requires us to make estimates and judgments that affect the ~~rules~~reported amounts of assets, liabilities, revenues and ~~regulations~~expenses, and related disclosure of ~~the~~contingent Uassets and liabilities.S By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We ~~Securities~~evaluate our estimates based on our historical experience and ~~Exchange~~various ~~Commission~~other assumptions that are believed to be reasonable under the ~~(“SEC”)~~circumstances. ~~The~~These ~~accompanying~~estimates ~~consolidated~~relate ~~financial~~to ~~statements~~revenue ~~include~~recognition, the ~~accounts~~assessment of ~~SCWorx~~recoverability of goodwill and ~~its~~intangible ~~wholly~~assets, the assessment of useful lives and the recoverability of property, plant and equipment, the allowances for credit losses, the valuation and recognition of stock-~~owned~~based ~~subsidiaries.~~compensation expense, recognition and measurement of deferred income tax assets and liabilities, the assessment ~~All~~of unrecognized tax benefits, equity of convertible debt, and others. Actual results could differ from those estimates, and material ~~intercompany~~effects on ~~balances~~our consolidated operating results and ~~transactions~~consolidated ~~have~~financial ~~been~~position ~~eliminated~~may result. Refer to Note 2, Summary of Significant Accounting Policies, in ~~consolidation~~the accompanying consolidated financial statements, for a full description of our accounting policies.

~~Principles~~Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of ~~the~~SCWorx ~~Company~~ and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

23Cash

Cash is maintained with various financial institutions. Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.

Fair Value of Financial Instruments

Management applies fair value accounting for significant financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Concentration of Credit and Other Risks

Financial instruments that potentially subject our company to significant concentrations of credit risk consist principally of cash, and accounts receivable ~~and warrants~~. We believe that any concentration of credit risk in its accounts receivable is substantially mitigated by our evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. We perform ongoing internal credit evaluations of its customers’ financial condition, obtain deposits and limit the amount of credit extended when deemed necessary but generally require no collateral.

Significant customers are ~~those~~ those which represent more than 10% of the Company’s revenue for each period presented, or the Company’s accounts receivable ~~balance~~ balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts ~~receivable~~ receivable as a percentage of total net accounts receivable are as follows:

	Revenue
	For the years ended						Accounts Receivable
	December 31,						December 31,
Customers	~~2024~~2025			~~2023~~2024			~~2024~~2025			~~2023~~2024
Customer A		15	%		1215	%		1132	%		711	%
Customer B		1314	%		1113	%		18-	%		2218	%
Customer C		2019	%		1520	%		208	%		1220	%
Customer D		37	%		127	%		-11	%		727	%
Customer E		-	%		1	%		-	%		15	%
Customer F		7	%		5	%		27	%		-	%

Allowance for Credit Losses

Accounts receivable are comprised of amounts billed and currently due from customers. Accounts receivable are amounts related to any unconditional right the Company has for receiving consideration and are presented as accounts receivable in the consolidated balance sheets. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. The Company employs an expected credit loss model utilizing historical loss rates and historical trends in credit quality indicators (e.g., delinquency, risk ratings), adjusted to reflect current economic conditions and knowledge or customer relationships.

24Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable The Company recorded allowances for credit losses of $55,200 and $20,000 as of December 31, 2025 and 2024, respectively.

Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable The Company recorded an allowance for credit losses of $20,000 as of December 31, 2024. The Company has assessed all receivables are collectable and did not record an allowance for credit losses as of December 31, 2023.24

Leases

We determine if an arrangement is a lease at inception. The current portion of lease obligations are included in accounts payable and accrued liabilities on the consolidated balance sheets. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our ~~incremental~~ incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease, which are included in the lease ROU asset when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease components only, none with non-lease components, which are generally accounted for separately.

~~Goodwill~~Management ~~and~~has ~~Identified~~elected ~~Intangible~~a ~~Assets~~short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

Goodwill and Identified Intangible Assets

Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. Management reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

~~For~~Goodwill ~~further~~is ~~discussion~~recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. Management reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances ~~refer~~indicate that the goodwill might be impaired. We first assess qualitative factors to ~~Note~~determine 5whether it is necessary to perform the quantitative goodwill impairment test. If, ~~Goodwill~~after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

~~Revenue~~For ~~Recognition~~further discussion of goodwill, refer to Note 5, Goodwill.

WeRevenue recognize revenue in accordance with Topic 606 to depict the transfer of promised goods or services in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Topic 606 we perform the following steps:Recognition

●We ~~Step~~recognize 1:revenue ~~Identify~~in accordance with Topic 606 to depict the ~~contract(s)~~transfer ~~with~~of apromised ~~customer~~goods or services in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Topic 606 we perform the following steps:

● Step 21: Identify the ~~performance~~contract(s) ~~obligations~~with ina ~~the contract~~customer

● Step 32: ~~Determine~~Identify the ~~transaction~~performance ~~price~~obligations in the contract

● Step 43: ~~Allocate~~Determine the transaction price ~~to the performance obligations in the contract~~

● Step 54: ~~Recognize~~Allocate ~~revenue~~the ~~when~~transaction ~~(or~~price ~~as)~~to the ~~entity~~performance ~~satisfies~~obligations ain ~~performance~~the ~~obligation~~contract

25● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

We follow the accounting revenue guidance under Topic 606 to determine whether contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer.

Management has identified ~~the~~ the following performance obligations in our contracts with customers:

Data Normalization: which includes data preparation, product and vendor mapping, product categorization, data enrichment and other data related services,

Software-as-a-service (“SaaS”): which is generated from clients’ access of and usage of our hosted software solutions on a subscription basis for a specified contract term, which is usually annually. In SaaS arrangements, the client cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period,

~~3. Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and~~25

43. ~~Professional Services~~Maintenance: ~~mainly~~which ~~related~~includes toongoing ~~specific~~data ~~customer~~cleansing ~~projects to manage~~ and~~/or~~ ~~analyze~~normalization, ~~data~~content enrichment, and ~~review~~optimization, ~~for cost reduction opportunities.~~and

~~A contract will typically include Data Normalization, SaaS and Maintenance, which are distinct performance obligations and are accounted for separately~~4. ~~The~~Professional ~~transaction price~~Services: ismainly ~~allocated~~related to ~~each~~specific ~~separate~~customer ~~performance~~projects ~~obligation on a relative stand-alone selling price basis. Significant judgement is required~~ to ~~determine~~manage ~~the stand-alone selling price for each distinct performance obligation~~ and/or isanalyze ~~typically~~data ~~estimated based on observable transactions when these services are sold on a stand-alone basis. At contract inception, an assessment of the goods~~ and ~~services~~review ~~promised in the contracts with customers is performed and a performance obligation is identified~~ for ~~each~~cost ~~distinct~~reduction ~~promise to transfer to the customer a good or service (or bundle of goods or services)~~opportunities. To identify the performance obligations, management considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when the performance obligation has been met. We consider control to have transferred upon delivery because we have a present right to payment at that time, we have transferred use of the good or service, and the customer is able to direct the use of, and obtain substantially all the remaining benefits from, the good or service.

~~Our~~A contract will typically include Data Normalization, SaaS and Maintenance, ~~contracts typically~~which ~~have~~are ~~termination~~distinct performance obligations and are accounted for ~~convenience~~separately. ~~without~~The ~~penalty~~transaction price ~~clauses~~is ~~and~~allocated ~~accordingly,~~to ~~are~~each ~~generally~~separate ~~accounted~~performance ~~for~~obligation ason ~~month~~a relative stand-alone selling price basis. Significant judgement is required to determine the stand-~~month~~alone ~~agreements~~selling price for each distinct performance obligation and is typically estimated based on observable transactions when these services are sold on a stand-alone basis. At contract inception, an assessment of the goods and services promised in the contracts Ifwith itcustomers is ~~determined~~performed ~~that~~and wea performance ~~have~~obligation is ~~not~~identified ~~satisfied~~for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance ~~obligation~~obligations, ~~revenue~~management ~~recognition~~considers ~~will~~all bethe ~~deferred~~goods ~~until~~or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when the performance obligation has been met. We consider control to have transferred upon delivery because we have a present right to payment at that time, we have transferred use of the good or service, and the customer is ~~deemed~~able to bedirect ~~satisfied~~the use of, and obtain substantially all the remaining benefits from, the good or service.

~~Revenue~~Our ~~recognition~~SaaS ~~for~~and ~~our~~Maintenance contracts ~~performance~~typically ~~obligations~~have termination for convenience without penalty clauses and accordingly, are generally accounted for as ~~follows:~~month-to-month agreements. If it is determined that we have not satisfied a performance obligation, revenue recognition will be deferred until the performance obligation is deemed to be satisfied.

~~Data~~Revenue ~~Normalization~~recognition ~~and~~for ~~Professional~~our performance ~~Services~~obligations are as follows:

~~Our~~ Data Normalization and Professional Services are typically fixed fee. When these services are not combined with SaaS or Maintenance revenues as a single unit of accounting, these revenues are recognized as the services are rendered and when contractual milestones are achieved and accepted by the customer.

~~SaaS~~Our Data Normalization and Professional Services are typically fixed fee. When these services are not combined with SaaS or Maintenance revenues as a single unit of accounting, these revenues are recognized as the services are rendered and when contractual milestones are achieved and accepted by the customer.

SaaS and Maintenance ~~revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date on which our service is made available to customers.~~

26SaaS and Maintenance revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date on which our service is made available to customers.

Some contracts have payment terms that differ from the timing of revenue recognition, which requires us to assess whether the transaction price for those contracts include a significant financing component. We have elected the practical expedient that permits an entity to not adjust for the effects of a significant financing component if it expects that at the contract inception, the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. We do not maintain contracts in which the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service exceeds the one-year threshold.

As of December 31, ~~2024~~2025, we had $~~354~~158,~~083~~750 of remaining performance obligations recorded as deferred revenue. We expect to recognize sales relating to these existing performance obligations ofthroughout ~~during 2025~~2026.

Costs to Fulfill a Contract

Costs to fulfill a contract typically include costs related to satisfying performance obligations as well as general and administrative costs that are not explicitly chargeable to customer contracts. These expenses are recognized and expensed when incurred in accordance with Accounting Standard Codification (“ASC”) 340-40 “Components, Costs & Considerations”.

~~Cost of Revenue~~26

Cost of revenues primarily represent data center hosting costs, consulting services and maintenance of our large data array that were incurred in delivering professional services and maintenance of our large data array during the periods presented.Revenue

~~Contract~~Cost ~~Balances~~of revenues primarily represent data center hosting costs, consulting services and maintenance of our large data array that were incurred in delivering professional services and maintenance of our large data array during the periods presented.

Contract assets arise when the revenue associated prior to our unconditional right to receive a payment under a contract with a customer (i.e., unbilled revenue) and are derecognized when either it becomes a receivable or the cash is received. There were no contract assets as of December 31, 2024 and 2023.Balances

Contract ~~liabilities~~assets arise when the ~~customers~~revenue ~~remit~~associated ~~contractual~~prior ~~cash~~to ~~payments~~our inunconditional ~~advance~~right ofto ~~our~~receive ~~company~~a ~~satisfying~~payment ~~our~~under ~~performance~~a ~~obligations~~contract ~~under~~with ~~the~~a ~~contract~~customer ~~and~~(i.e., unbilled revenue) and are derecognized when ~~the~~either ~~revenue~~it ~~associated~~becomes ~~with~~a ~~the~~receivable ~~contract~~or ~~is recognized when~~ the ~~performance~~cash ~~obligation~~ is ~~satisfied~~received. ~~Deferred~~There ~~revenue for contract liabilities~~ were ~~$354,083~~no ~~and~~contract ~~$378,583~~assets as of December 31, ~~2024~~ 2025 and ~~2023, respectively~~2024.

~~Income~~Contract ~~Taxes~~liabilities arise when customers remit contractual cash payments in advance of our company satisfying our performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Deferred revenue for contract liabilities were $158,750 and $354,083 as of December 31, 2025 and 2024, respectively.

~~Our~~Income ~~company converted to a corporation from a limited liability company during 2018.~~Taxes

WeOur ~~use~~company ~~the~~converted ~~asset~~to ~~and liability~~a ~~method~~corporation of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a ~~change~~limited inliability ~~tax~~company ~~rates~~during ~~is recognized in the results of operations in the period that includes the enactment date~~2018.

~~Valuation~~We ~~allowances~~use ~~are~~the ~~provided~~asset and liability ~~if,~~method ~~based~~of ~~upon~~accounting ~~the~~for ~~weight~~income oftaxes ~~available~~in ~~evidence~~accordance with ASC Topic 740, it“Income Taxes.” Under this method, income tax expense is ~~more~~recognized ~~likely~~for ~~than~~the ~~not~~amount ~~that~~of: ~~some~~(i) taxes payable or ~~all~~refundable offor the current year and (ii) deferred tax ~~assets~~consequences ~~will~~of ~~not~~temporary differences beresulting ~~realized. During~~from ~~the~~matters ~~year~~that ~~ended~~have ~~December~~been ~~31,~~recognized ~~2024,~~in wean ~~evaluated~~entity’s ~~available~~financial ~~evidence~~statements or tax returns. Deferred tax assets and ~~concluded~~liabilities ~~that~~are wemeasured ~~may~~using ~~not~~enacted ~~realize~~tax ~~all~~rates expected to apply to taxable income in the ~~benefits~~years ofin ~~our~~which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets; ~~therefore,~~and liabilities of a ~~valuation~~change ~~allowance~~in ~~was~~tax ~~established~~rates ~~for~~is ~~our~~recognized ~~deferred~~in ~~tax~~the results ~~assets~~of operations in the period that includes the enactment date.

27Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. During the year ended December 31, 2025, we evaluated available evidence and concluded that we may not realize all the benefits of our deferred tax assets; therefore, a valuation allowance was established for our deferred tax assets.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

On December 22, 2017, the ~~Tax~~ Tax Cuts and Jobs Act of 2017, (the “Tax Act”) was enacted. The Tax Act significantly revised the U.S. corporate income tax ~~regime~~ regime by, including but not limited to, lowering the U.S. corporate income tax rate from 34% to 21% effective January 1, 2018, implementing a territorial tax system, imposing a one-time transition tax on previously untaxed accumulated earnings and profits of foreign subsidiaries, and creating new taxes on foreign sourced earnings. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we completed the accounting for tax effects of the Tax Act under ASC 740. There were no impacts to the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Stock-based Compensation Expense

The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of stock award. The stock-based compensation expense for such modification is accounted for as a repurchase of the original award and the issuance of a new award.27

~~Calculating~~The ~~stock-based~~authoritative ~~compensation~~guidance ~~expense~~also requires ~~the~~that ~~input of highly subjective assumptions, including~~ the ~~expected~~Company ~~term~~measure ofand ~~the~~recognize stock-based ~~awards,~~compensation ~~stock~~expense ~~price~~upon ~~volatility, and~~modification ~~the pre-vesting option forfeiture rate. The Company estimates the expected life~~ of ~~options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates~~ the ~~volatility~~term of ~~the Company’s common~~ stock ~~on the date of grant based on historical volatility~~award. The ~~assumptions used in calculating the fair value of stock-based awards represent the~~ Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense ~~could~~for besuch ~~materially~~modification ~~different in the future. In addition, the Company~~ is ~~required~~accounted ~~to estimate the expected forfeiture rate and only recognize expense~~ for ~~those~~as ~~shares expected~~a torepurchase ~~vest. The Company estimates the forfeiture rate based on historical experience~~ of ~~its stock-based awards that are granted, exercised and cancelled. If~~ the ~~actual~~original ~~forfeiture~~award rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants. These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each award will convert into a designated number of the ~~Company’s common~~issuance ~~stock. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels~~ of ~~achievement, stock-based compensation is recognized on~~ a ~~straight-line basis over the requisite service period. The expected levels of achievement~~new are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service periodaward. ~~Refer to Note 9, Stockholders’ Equity, for additional detail.~~

~~Loss~~Calculating ~~Per~~stock-based ~~Share~~compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants. These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each award will convert into a designated number of the Company’s common stock. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Refer to Note 9, Stockholders’ Equity, for additional detail.

WeLoss ~~compute~~Per ~~earnings (loss) per share in accordance with ASC 260, “Earnings per~~ Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants and the exercise of fully vested restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2024 and 2023, we had 9,048,072 and 180,390, respectively, common stock equivalents outstanding.

28We compute earnings (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants and the exercise of fully vested restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2025 and 2024, we had 54,177,461 and 9,038,072, respectively, common stock equivalents outstanding.

Indemnification

We provide indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of our software. In accordance with authoritative guidance for accounting for guarantees, we evaluate estimated losses for such indemnification. We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against our company and no liability has been recorded in our financial statements.

As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our company’s request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. In addition, we have directors’ and officers’ liability insurance coverage that is intended to reduce our financial exposure and may enable us to recover any payments above the applicable policy retention.

~~Contingencies~~28

From time to time, we may be involved in legal and administrative proceedings and claims of various types. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, we disclose the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 8, Commitments and Contingencies~~, for further information.~~

~~Use~~From time to time, we may be involved in legal and administrative proceedings and claims of ~~Estimates~~various types. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, we disclose the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 8, Commitments and Contingencies, for further information.

~~The~~Use ~~preparation~~ of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.Estimates

~~Recently~~The ~~Issued~~preparation ~~Accounting~~of ~~Pronouncements~~consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~From~~Recently ~~time~~Issued toAccounting time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.Pronouncements

~~Results~~From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of ~~Operations~~the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

~~Year~~Results ~~Ended~~of ~~December 31, 2024 Compared to Year Ended December 31, 2023~~Operations

~~The~~Year ~~following~~Ended ~~summary~~December of31, ~~our results~~2025 ofCompared ~~operations~~to Year ~~should~~Ended ~~be read in conjunction with our consolidated financial statements for the years ended~~ December 31, 2024 ~~and 2023.~~

~~Our~~The ~~operating~~following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, ~~2024~~2025 and ~~2023 are summarized as follows:~~2024.

	Years ended
	December 31, 2024			December 31, 2023			Difference
Revenue	$	2,989,599		$	3,804,943		$	(815,344	)
Cost of revenues		2,243,614			2,535,865			(292,251	)
Operating expenses		2,005,411			2,719,740			(714,329	)
Other income (expense)		123,201			(2,530,482	)		2,653,683
Provision for income taxes		-			-			-
Net loss	$	(1,136,225	)	$	(3,981,144	)	$	2,844,919

Our operating results for the years ended December 31, 2025 and 2024 are summarized as follows:

	Years Ended
	December 31, 2025			December 31, 2024			Difference

Revenue	$	2,877,629		$	2,989,599		$	(111,970	)
Cost of revenues		1,957,923			2,243,614			(285,691	)
Operating expenses		1,878,425			2,005,411			(126,986	)
Other income (expense)		(3,485,390	)		123,201			(3,608,591	)
Provision for income taxes		-			-			-
Net loss	$	(4,444,109	)	$	(1,136,225	)	$	(3,307,884	)

~~Revenues~~29

Revenue for the year ended December 31, 2024 was $2,989,599, compared to $3,804,943 in revenue for the year ended December 31, 2023. This decrease was primarily due to the expiration and non-renewal of certain customer contracts.Revenues

~~Cost~~Revenue for the year ended December 31, 2025 was $2,877,629, compared to $2,989,599 in revenue for the year ended December 31, 2024. This decrease was primarily due to the expiration and non-renewal of ~~Revenues~~certain customer contracts partially offset by new customer contracts.

Cost of revenues for the year ended December 31, 2024 was $2,243,614, compared to $2,535,865 for the year ended December 31, 2023. The $292,251 decrease is primarily related to a decrease in labor costs during the current year. Overall gross profit for the year ended December 31, 2024 decreased by approximately 41% from the prior year due to non-renewals of contracts outpacing cost reductions.Revenues

~~Operating~~Cost ~~Expenses~~of revenues for the year ended December 31, 2025 was $1,957,923, compared to $2,243,614 for the year ended December 31, 2024. The $285,691 decrease is primarily related to a decrease in labor costs as well as decreases in our cloud hosting costs. Overall gross profit for the year ended December 31, 2025 increased by approximately 23% from the prior year due to reductions in our costs of revenues.

Operating ~~expenses~~ decreased $714,329 to $2,005,411 for the year ended December 31, 2024, as compared to $2,719,740 in the same period of 2023. This decrease was primarily due to decreases in non-cash stock compensation expense of approximately $361,000, salaries and wages of $43,000, and bad debt expense of approximately $23,000, partially offset by an increase in Accounting fees of approximately $89,000 and legal and professional fees of approximately $53,000. Accounting fees increased in the current year due to the Company’s change of independent registered accounting firm. Legal fees increased during the current year as the company strived to settle the remaining pending litigation matters. The Company expects neither of these increases will continue into 2025Expenses

~~Other~~Operating ~~income~~expenses ofdecreased $~~123~~126,~~201~~986 ~~during~~ to $1,878,425 for the year ended December 31, ~~2024~~2025, ~~consisted~~as compared to $2,005,411 in the same period of a2024. ~~gain~~This ondecrease ~~forgiveness~~was primarily due to decreases in legal and professional fees of ~~payables~~$432,000 and accounting fees of $~~227~~41,~~402~~000, partially offset by ~~interest~~increases in non-cash stock compensation expense of approximately $~~104~~61,~~201. We~~000 ~~had~~and ~~other~~salaries ~~losses~~and wages of $2245,~~530,482~~000. The increase in Salaries during the current year ~~ended~~was ~~December~~due ~~31,~~to ~~2023~~the ~~consisting~~Company’s hiring of a ~~write-down~~Chief ofTechnology ~~goodwill~~Officer ofto ~~$2,524,034~~manage ~~and~~its ~~interest~~IT infrastructure. Legal fees decreased significantly during the current year due to the final ~~expense~~settlement of ~~$6,448~~all pending litigation matters. The remaining difference is due to other small account fluctuations.

~~Liquidity~~Other expense of $3,485,390 during the year ended December 31, 2025 consisted of a non-cash interest expense and ~~Capital~~amortization ~~Resources~~of debt discounts of approximately $2,985,000, non-cash warrant modification expense of $565,000 and loss on stock issued for legal settlement of $78,000, partially offset by a gain on forgiveness of payables of $144,000. Other income of $123,201 during the year ended December 31, 2024 consisted of a gain on forgiveness of payables of approximately $227,000, partially offset by interest expense of $104,000 related to debt agreements and the amortization of debt discounts.

~~Going~~Liquidity ~~Concern~~and Capital Resources

As of December 31, 2024, we had only limited cash on hand, a working capital deficit of $1,333,171 and accumulated deficit of $30,976,066. During the year ended December 31, 2024, we had a net loss of $1,136,225 and used $1,084,292 of cash in operations. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that these conditions raise substantial doubt about our ability to continue as a going concern. This may hinder our ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available. If we are unable to develop sufficient revenues and additional customers for our products and services, we may not generate enough revenue to sustain our business, and we may fail, in which case our stockholders would suffer a total loss of their investment. There can be no assurance that we will be able to continue as a going concern.Liquidity

~~Liquidity~~As of year-end, we are experiencing negative cash flows from operations. However, we believe cash on hand to be sufficient to fund our operations and the implementation of our business plan. We intend to utilize these funds to pursue growth through the expansion of our sales force, product offering and project capabilities. However, there can be no guarantee of success, and any shortfall may impact our ability to raise additional funds if needed.

AsBased ofon ~~year-end,~~our wecurrent ~~experienced~~business aplan, ~~working~~if ~~capital~~we ~~deficiency,~~ had ~~limited~~sufficient ~~cash~~capital ~~on hand~~resources, ~~and~~ we ~~are~~anticipate ~~experiencing~~that ~~negative~~our ~~cash~~operating ~~flows~~activities ~~from~~would ~~operations.~~use ~~Consequently,~~a ~~we had~~net anof ~~immediate~~approximately ~~need~~$50,000 ~~for~~in cash ~~additional~~per ~~capital~~month toover ~~fund our operations and~~ the ~~implementation~~next oftwelve ~~our~~months, ~~business~~or ~~plan~~approximately $600,000.

~~Based~~Cash on our current business plan, if we had sufficient capital resources, we anticipate that our operating activities would use a net of approximately $70,000 in cash per month over the next twelve months, or approximately $800,000.Flows

In order to remedy this liquidity deficiency and fund the future growth of our business, we entered into a securities purchase agreement on January 17, 2025 for gross proceeds of $1,500,000. We intend to utilize these funds to pursue growth through the expansion of our sales force, product offering and project capabilities. However, there can be no guarantee of success, and any shortfall may impact our ability to raise additional funds if needed.

	Years ended December 31,
	2025			2024

Net cash used in operating activities	$	(1,543,610	)	$	(1,084,292	)
Net cash used in by investing activities		(30,643	)		-
Net cash provided by financing activities		3,112,038			1,099,510
Change in cash	$	1,537,785		$	15,218

30Our operations through December 31, 2025 have resulted in negative cash flows from operations of $1,543,610. However, during the year ended December 31, 2025, the Company’s net increase in cash resulted in a net change of $1,537,785 and cash of $1,644,439 at December 31, 2025. We believe this is sufficient reserves to maintain company operations for at least the next twelve months while we work toward being cashflow positive. Therefore, management believes there to be no question as to whether or not we will be able to operate as a going concern as of the date of these financial statements.

~~Cash~~We ~~Flows~~intend to use our current cash reserves to generate additional revenue through the acquisition of new customers, and believe we may begin to generate positive operating cash flows by the end of 2026. However, there is no assurance we will be able to increase our revenue sufficiently so as to generate positive operating cash flows within this time frame.

	Years ended December 31,
	2024			2023
Net cash used in operating activities	$	(1,084,292	)	$	(806,164	)
Net cash provided by investing activities		-			165,000
Net cash provided by financing activities		1,099,510			483,138
Change in cash	$	15,218		$	(158,026	)

~~Our~~Operating operations through December 31, 2024 have resulted in negative cash flows from operations of $1,084,292. We intend to use the additional capital raised during January 2025 to generate additional revenue through the acquisition of new customers, and believe we may begin to generate positive operating cash flows by the end of 2025. However, there is no assurance we will be able to increase our revenue sufficiently so as to generate positive operating cash flows within this time frame.Activities

~~Operating~~Cash ~~Activities~~used in operating activities was approximately $1,544,000 for the year ended December 31, 2025, mainly related to the net loss of approximately $4,444,000, a $144,000 gain on forgiveness of accounts payable, a $42,000 increase in prepaid expenses, a $84,000 decrease in accounts payable and accrued liabilities, and a $195,000 decrease in deferred revenue, partially offset by amortization of discounts on debt agreements of $2,601,000, warrant modification expense of $565,000, credit loss expense of $35,000, loss on shares issued for legal settlement of $78,000, stock based compensation expense of $61,000, and a decrease in accounts receivable of $24,000.

Net cash used in operating activities was approximately $1,084,000 for the year ended December 31, 2024, mainly related to the net loss of approximately $1,136,000, a gain on forgiveness of accounts payable of $227,000, and a $93,000 increase in accounts receivable, partially offset by amortization of discounts on debt agreements of $50,000, common stock issued for settlement of payables and legal settlements of $346,000, and a $39,000 decrease in accounts payable and accrued liabilities, and credit loss expense of $25,000.

~~Net~~Investing cash used in operating activities was approximately $806,000 for the year ended December 31, 2023, mainly related to the net loss of $3,981,000, a decrease in deferred revenue obligations of $201,000 and an increase in net accounts receivable of $17,000, partially offset by non-cash stock-based compensation of $361,000 related to various equity awards to employees and non-employees, $48,000 in bad debt expense, a $26,000 decrease in prepaid expenses and an increase of $434,000 in accounts payable and accrued liabilities.Activities

~~Investing~~Net ~~Activities~~cash used in investment activities was approximately $31,000 for the year ended December 31, 2025, due to the Company’s capitalization of internal development costs related to new software assets of $20,000 and purchases of equipment of $11,000.

The Company did not have ~~any~~ any investing activities during the year ended December 31, 2024.

~~The~~Financing Company received $165,000 in investing activities during the year ended December 31, 2023 related to a potential reverse acquisition. Under the terms of the agreement, all funds received by the Company were contributed upon the termination of the acquisition agreement.Activities

~~Financing~~Net ~~Activities~~cash provided by financing activities was approximately $3,112,000 for the year ended December 31, 2025, consisting of proceeds from loans payable of $1,385,000 and warrant exercises of $1,822,000, partially offset by repayments of loans payable of approximately $27,000 and repayments of shareholder advance of $68,000.

Net cash provided by financing activities was approximately $1,100,000 for the year ended December 31, 2024, consisting of proceeds loans payable of $995,000, and the sale of common stock of $168,000, partially offset by repayments of loans payable of $63,000.

~~Net~~Contractual ~~cash~~Cash provided by financing activities was $483,000 for the year ended December 31, 2023. This consisted of $573,000 in proceeds from a common stock placement and $194,000 in proceeds from advances, partially offset by repayments of $194,000 in proceeds from advances, $57,000 in repayments on notes payable and $32,000 in payments on shareholder advance.Obligations

~~Contractual~~Refer ~~Cash~~to ~~Obligations~~Note 8, Commitments and Contingencies, in the accompanying consolidated financial statements for additional detail.

~~Refer~~Off-Balance toSheet ~~Note 8, Commitments and Contingencies, in the accompanying consolidated financial statements for additional detail.~~Arrangements

As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~Off-Balance~~Item ~~Sheet~~7A. ~~Arrangements~~Quantitative and Qualitative Disclosures About Market Risk

AsWe ofare ~~December~~a ~~31,~~smaller ~~2024 and~~reporting ~~2023,~~company weas ~~did~~defined ~~not~~by ~~have~~Rule ~~any off~~12b-~~balance~~2 ~~sheet~~of ~~arrangements~~the asExchange ~~defined~~Act inand ~~Item~~are ~~303(a)(4)(ii)~~not ofrequired ~~Regulation~~to ~~S-K~~provide the information under this item.

Item 7A8. ~~Quantitative~~Financial Statements and ~~Qualitative Disclosures About Market Risk~~Supplementary Data

WeThe consolidated financial statements are aincluded ~~smaller~~in ~~reporting company~~Part asIV, ~~defined~~Item by15 ~~Rule~~(a) ~~12b-2~~(1) of ~~the Exchange Act and are not required to provide the information under~~ this ~~item~~Report.

Item 89. ~~Financial~~Changes ~~Statements~~in and ~~Supplementary~~Disagreements ~~Data~~with Accountants on Accounting and Financial Disclosure

~~The consolidated financial statements are included in Part IV, Item 15 (a) (1) of this Report.~~None

~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~31

OnItem ~~May~~9A. 3,Controls ~~2024, the US Securities~~ and Exchange Commission (“Commission”) entered an Order denying BF Borgers CPA PC (“BF Borgers”) the privilege of appearing or practicing before the Commission as an accountant. As a result, BF Borgers may not participate in or perform the audit or review of financial information included in Commission filings, issue audit reports included in Commission filings, provide consents with respect to audit reports, or otherwise appear or practice before the Commission. practicing before the SEC. As a result of the foregoing, On May 7, 2024, the board of directors of the Company terminated BF Borgers as the Registrant’s independent registered public accounting firm. BF Borgers had audited the Company’s financial statements since 2021.Procedures

~~BF Borger~~Management’s ~~report~~Conclusions ~~on the~~Regarding ~~Company’s consolidated financial statements for the fiscal year ended December 31, 2022 did not contain an adverse opinion or~~Effectiveness ~~disclaimer~~ of ~~opinion,~~Disclosure ~~nor~~Controls was such report qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory paragraph relating to a substantial doubt regarding the Company’s ability to continue as a going concern. During the fiscal year ended December 31, 2022, and through May 7, 2024, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to BF Borgers’s satisfaction, would have caused BF Borgers to make reference to the subject matter of the disagreement in connection with its report.Procedures

~~During~~Management conducted an evaluation of the ~~fiscal~~effectiveness ~~year~~of ~~ended December~~our ~~31,~~“disclosure ~~2022,~~controls and ~~through~~procedures” ~~May~~(“Disclosure 7Controls”), ~~2024~~as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, ~~there~~as ~~were~~amended no(the “~~reportable~~Exchange ~~events~~Act”), as ~~defined~~of ~~under~~December 31, ~~Item~~2025, ~~304~~the end of the period covered by this Annual Report on Form 10-K, as required by Rules 13a-15(ab) and 15d-15(1b)~~(v)~~ of ~~Regulation~~the Exchange Act. The ~~S-K~~Disclosure Controls evaluation was done under the supervision and with the participation of management, ~~except~~including ~~for~~our ~~material~~Chief ~~weaknesses~~Executive Officer inand ~~internal~~Chief Financial Officer, based on the 2013 framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control ~~over~~objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to deficiencies caused by a lack of segregation of duties, our Disclosure Controls were not effective as of December 31, 2025, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial ~~reporting~~officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.

OnManagement ~~May~~Report ~~16,~~on ~~2024,~~Internal ~~the~~Controls ~~Company~~over ~~appointed~~Financial Astra Audit and Advisory, LLC (“Astra”) as its new independent registered public accounting firm, effective immediately, for the fiscal years ending December 31, 2023, and 2022. This appointment was authorized and approved by the Audit Committee of the Company’s Board of Directors.Reporting

~~Item~~Our 9Amanagement has identified material weaknesses in our internal controls related to a lack of segregation of duties. ~~Controls~~Management continues to work with the Audit Committee to discuss remediation efforts. Our management is currently considering looking for additional accounting and ~~Procedures~~finance personnel to assist in the remediation efforts.

~~Management’s~~Notwithstanding ~~Conclusions~~the ~~Regarding~~foregoing, our ~~Effectiveness~~management, including our Chief Executive Officer and Chief Financial Officer, have concluded that the consolidated financial ofstatements ~~Disclosure~~included ~~Controls~~in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and ~~Procedures~~cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

~~Management~~We ~~conducted~~may anin ~~evaluation of~~ the ~~effectiveness~~future ofidentify other ~~our~~material ~~“disclosure~~weaknesses ~~controls~~or ~~and~~significant ~~procedures”~~deficiencies ~~(“Disclosure~~in ~~Controls”),~~connection aswith ~~defined~~our byinternal ~~Rules 13a-15(e) and 15d-15(e) of~~control ~~the~~over ~~Securities~~financial ~~Exchange~~reporting. ~~Act~~Material ofweaknesses and ~~1934,~~significant asdeficiencies ~~amended~~that ~~(the~~may ~~“Exchange~~be ~~Act”),~~identified asin ~~of December 31, 2024,~~ the ~~end~~ offuture ~~the~~will ~~period~~need ~~covered~~to bybe ~~this~~addressed ~~Annual Report on Form 10-K,~~ as ~~required~~part ~~by Rules 13a-15(b) and 15d-15(b)~~ of ~~the~~our ~~Exchange~~quarterly ~~Act. The Disclosure Controls evaluation was done under the supervision~~ and ~~with~~annual ~~the participation~~ evaluations of ~~management, including~~ our ~~Chief~~internal ~~Executive Officer~~controls ~~and~~over ~~Chief~~financial ~~Financial~~reporting ~~Officer,~~under ~~based~~Sections on302 ~~the 2013 framework~~ and 404 ~~criteria established by the Committee~~ of ~~Sponsoring Organizations of~~ the ~~Treadway~~Sarbanes-Oxley ~~Commission~~Act. ~~There~~Any ~~are~~future ~~inherent~~disclosures ~~limitations to the effectiveness~~ of ~~any system of disclosure controls and procedures. Accordingly,~~ ~~even~~a ~~effective~~material ~~disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation~~weakness, ~~our~~or ~~Chief~~errors ~~Executive~~as ~~Officer and Chief Financial Officer concluded that, due to deficiencies caused by~~ a ~~lack~~result of ~~segregation of~~a ~~duties,~~material ~~our Disclosure Controls were not effective as of December 31~~weakness, ~~2024,~~could ~~such~~result ~~that~~in ~~the~~a ~~information~~negative ~~required~~reaction ~~to be disclosed by us~~ in ~~reports filed under~~ the ~~Exchange~~financial ~~Act~~markets ~~is (i) recorded, processed, summarized~~ and ~~reported within the time periods specified~~a decrease in the ~~SEC’s~~price ~~rules and~~of ~~forms and (ii) accumulated and communicated to~~ our ~~management,~~common ~~including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure~~stock.

32Changes in Internal Control over Financial Reporting.

~~Management Report on Internal Controls over Financial Reporting~~None

~~Our~~Item ~~management has identified material weaknesses in our internal controls related to a lack of segregation of duties~~9B. ~~Management~~Other continues to work with the Audit Committee to discuss remediation efforts. Our management is currently considering looking for additional accounting and finance personnel to assist in the remediation efforts.Information

~~Notwithstanding~~ the foregoing, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United StatesNone.

WeItem ~~may in the future identify other material weaknesses or significant deficiencies in connection with our internal control over financial reporting~~9C. ~~Material~~Disclosure ~~weaknesses and~~Regarding ~~significant~~Foreign ~~deficiencies~~Jurisdictions that ~~may be identified in the future will need to be addressed as part of our quarterly and annual evaluations~~Prevent ~~of our internal controls over financial reporting under Sections 302 and 404 of the Sarbanes-Oxley Act~~Inspections. Any future disclosures of a material weakness, or errors as a result of a material weakness, could result in a negative reaction in the financial markets and a decrease in the price of our common stock.

~~Changes~~Not ~~in Internal Control over Financial Reporting~~applicable.

~~None~~32

~~Item~~PART ~~9B. Other Information~~III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance

~~Item~~The ~~9C.~~following ~~Disclosure~~table ~~Regarding~~presents information ~~Foreign~~with ~~Jurisdictions~~respect ~~that~~to ~~Prevent~~our ~~Inspections.~~officers, directors and significant employees as of the date of filing of this Report:

Not applicable.

Name	Age	Position(s)
Timothy A. Hannibal	57	President & Chief Executive Officer, Director
Chris Kohler	45	Chief Financial Officer
Michael Burke	68	Director
Troy Kirchenbauer	56	Director
Vincent Matozzo	41	Director

33Background of Officers and Directors

~~PART~~The ~~III~~following is a brief account of the education and business experience during at least the past five years of our officers and directors, indicating each person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

~~Item~~Timothy 10A. ~~Directors, Executive Officers and Corporate Governance~~Hannibal

~~The~~Mr. Hannibal ~~following~~is ~~table~~a ~~presents~~seasoned ~~information~~technology executive and entrepreneur, with ~~respect~~nearly to30 years’ ~~our~~experience ~~officers~~in SaaS and cloud technology, ~~directors~~driving revenue, go-to-market strategies, business development and ~~significant~~mergers ~~employees~~and acquisitions. Mr. Hannibal joined the Company in January 2019 and currently serves as ofits Chief Executive Officer. Prior to joining the ~~date~~Company, Mr. Hannibal was an employee at Primrose Solutions (the predecessor to SCWorx) which he joined in September of ~~filing~~2016. At Primrose, Mr. Hannibal was responsible for overseeing marketing, sales and operations, including executing the Company’s business plan. Mr. Hannibal has a successful track record of ~~this~~growth ~~Report:~~and management at both startup and national companies.

Name	Age	Position(s)
Timothy A. Hannibal	55	President & Chief Executive Officer, Director
Chris Kohler	44	Chief Financial Officer
Michael Burke	67	Director
Troy Kirchenbauer	55	Director
Vincent Matozzo	40	Director

Prior to joining Primrose, Mr. Hannibal was the President and CEO of VaultLogix for thirteen years, a company he founded. VaultLogix was a private equity sponsored leading SaaS company in the cloud backup industry before being acquired by J2 Global, a publicly traded technology company ($3.2b market cap) focused on cloud services and digital media.

~~Background~~Chris ~~of Officers and Directors~~Kohler

~~The~~Mr. ~~following~~Kohler iswas aappointed ~~brief account~~CFO on November 1, 2020, at which time Mr. Hannibal resigned as Interim CFO. Mr. Kohler has over 15 years of experience serving in a wide variety roles in the ~~education~~finance and ~~business~~accounting ~~experience~~sectors. ~~during~~Mr. atKohler ~~least~~is the ~~past~~founder ~~five~~and ~~years~~CEO of ~~our~~Kohler ~~officers~~Consulting, ~~and directors~~Inc., ~~indicating~~which ~~each~~he ~~person’s~~founded in ~~principal~~2012. ~~occupation~~The ~~during~~firm, ~~that~~through ~~period~~Mr. Kohler, ~~and~~provides ~~the~~outsourced ~~name~~CFO and ~~principal~~advisory ~~business~~services ofto ~~the~~private ~~organization~~and inpublic ~~which~~companies, ~~such~~with ~~occupation~~a ~~and~~focus ~~employment~~on small ~~were~~cap ~~carried~~and ~~out~~start-up businesses.

~~Timothy~~Michael ~~A. Hannibal~~Burke

Mr. ~~Hannibal~~ isBurke awas ~~seasoned~~formerly the ~~technology~~Executive ~~executive~~Vice President and ~~entrepreneur,~~CFO ~~with~~of ~~nearly~~Prisma ~~30 years’~~Health ~~experience~~from in2018-2022. ~~SaaS~~Prior ~~and~~to ~~cloud~~Prisma ~~technology,~~Health ~~driving~~Mr. ~~revenue,~~Burke ~~go-to-market strategies, business~~served ~~development~~as ~~and~~CFO ~~mergers~~of ~~and~~NYU ~~acquisitions.~~Langone ~~Mr. Hannibal~~Medical Center ~~joined~~from ~~the~~December ~~Company~~2008 into ~~January 2019~~July 2018 and ~~currently~~formerly ~~serves~~served as ~~its Chief~~CFO ~~Executive~~to ~~Officer.~~Tufts ~~Prior~~New toEngland ~~joining~~Medical ~~the~~Center ~~Company,~~from ~~Mr. Hannibal~~2004 to 2008 and was ana ~~employee~~practicing CPA atin ~~Primrose~~New ~~Solutions~~York ~~(the~~through ~~predecessor~~2012. toHis ~~SCWorx) which he~~experience ~~joined~~with indisaster ~~September~~recovery, oflarge ~~2016.~~financial Atsystem ~~Primrose~~integration projects, ~~Mr. Hannibal~~and ~~was~~mergers ~~responsible~~and ~~for~~acquisitions at ~~overseeing~~each ~~marketing,~~institution ~~sales~~provides ~~and~~valuable ~~operations,~~insights ~~including executing~~to ~~the~~clients ~~Company’s~~as ~~business~~they ~~plan~~manage in this ever-changing healthcare environment. Prior to Tufts, Mr. ~~Hannibal~~ ~~has~~Burke aworked ~~successful~~as ~~track~~the ~~record~~Chief Financial Officer of ~~growth~~Duke University Hospital and ~~management~~was also a Senior Manager at ~~both~~KPMG. ~~startup~~Mr. Burke graduated ~~and~~from ~~national~~St. ~~companies~~John Fisher University with a BS, Accounting.

~~Chris~~Troy ~~Kohler~~Kirchenbauer

Mr. ~~Kohler~~Kirchenbauer ~~was~~is ~~appointed~~a ~~CFO~~seasoned onexecutive ~~November~~with 1,over ~~2020,~~two atdecades ~~which~~of ~~time~~experience ~~Mr.~~driving ~~Hannibal~~digital ~~resigned~~transformation, asproduct ~~Interim~~innovation, ~~CFO.~~and ~~Mr.~~data-driven ~~Kohler~~decision-making ~~has~~in ~~over~~the healthcare 15industry. ~~years~~Throughout ofhis ~~experience~~career, ~~serving~~he inhas abeen ~~wide variety~~at ~~roles in~~ the ~~finance~~forefront ~~and~~of ~~accounting~~creating ~~sectors.~~technology ~~Mr.~~solutions ~~Kohler~~that isaddress ~~the~~complex ~~founder~~challenges in ~~and~~supply ~~CEO~~chain ofmanagement, ~~Kohler~~business ~~Consulting~~intelligence, ~~Inc.,~~and ~~which~~advanced ~~he founded in 2012~~analytics. ~~The firm, through~~ Mr. ~~Kohler,~~Kirchenbauer ~~provides~~has ~~outsourced~~worked ~~CFO~~for ~~and~~Vizient ~~advisory~~Inc. ~~services~~since to2018 ~~private~~ and is ~~public~~currently ~~companies,~~the ~~with~~Senior aVice ~~focus~~President, onDigital ~~small cap and start-up businesses~~Supply.

~~Michael~~As ~~Burke~~Senior Vice President of Digital Supply Chain at Vizient, Mr. Kirchenbauer was instrumental in the development of a digital ecosystem designed to enhance supply chain automation and provide advanced analytics solutions. His leadership played a pivotal role in managing over $230 billion in healthcare supply spend, consolidating disparate data systems, and building e-commerce platforms that significantly improved operational efficiency for healthcare organizations. Mr. Kirchenbauer’s work at Aptitude, where he built a cutting-edge B2B marketplace, further showcases his capability in using data and analytics to drive substantial business growth, delivering over $50 million in new revenue within a few years.

Mr. ~~Burke~~Kirchenbauer ~~was~~has ~~formerly~~a ~~the~~deep ~~Executive~~understanding ~~Vice President and CFO~~ of ~~Prisma~~the ~~Health~~nuances ~~from~~in ~~2018-2022.~~healthcare ~~Prior~~supply tochains ~~Prisma Health Mr. Burke served as CFO of NYU Langone Medical Center from December 2008 to July 2018~~ and ~~formerly~~expertise ~~served~~in asbuilding ~~CFO~~data tomanagement ~~Tufts~~systems ~~New England Medical Center from 2004 to 2008~~ and ~~was~~analytics aplatforms. ~~practicing~~His ~~CPA~~commitment into ~~New~~leveraging ~~York~~data ~~through~~for ~~2012.~~business ~~His~~transformation ~~experience~~makes ~~with~~him ~~disaster~~an ~~recovery,~~ideal ~~large~~leader ~~financial~~for ~~system~~organizations ~~integration~~focused ~~projects,~~on ~~and~~delivering ~~mergers and acquisitions~~innovative atanalytics ~~each~~solutions ~~institution~~that ~~provides~~empower ~~valuable~~healthcare ~~insights~~providers to ~~clients~~make assmarter, ~~they manage in this ever~~data-~~changing~~driven ~~healthcare environment~~decisions. Prior to Tufts, Mr. Burke worked as the Chief Financial Officer of Duke University Hospital and was also a Senior Manager at KPMG. Mr. Burke graduated from St. John Fisher University with a BS, Accounting.

34Mr. Kirchenbauer graduated from Texas A&M University of Commerce and has an MBA from the University of Dallas.

~~Troy~~Vincent ~~Kirchenbauer~~Matozzo

Mr. ~~Kirchenbauer~~Matozzo is aan ~~seasoned~~innovative ~~executive~~strategist ~~with~~and ~~over~~leader ~~two~~recognized ~~decades~~for ofdriving ~~experience~~results ~~driving~~through ~~digital~~effective ~~transformation,~~supply ~~product~~chain ~~innovation,~~strategies and ~~data-driven~~product ~~decision-making~~innovation. inHe ~~the healthcare~~is ~~industry.~~a ~~Throughout~~dynamic leader ~~his~~who ~~career,~~drives hechange ~~has~~and ~~been~~delivers atresults ~~the~~for ~~forefront~~clients, ofcorporations, ~~creating~~and ~~technology~~consortiums. ~~solutions~~He ~~that~~is ~~address~~passionate ~~complex~~about ~~challenges~~automating processes inand ~~supply~~delivering ~~chain~~a ~~management,~~superior ~~business~~customer ~~intelligence,~~experience ~~and~~while ~~advanced~~enabling ~~analytics~~teams. Mr. ~~Kirchenbauer~~Matozzo is ~~the~~a ~~founder~~subject matter expert in Lean and Agile process modeling, with experience in all aspects of ~~TWK~~pre-award ~~Ventures~~modeling ~~LLC~~to post-award monitoring, ~~where he~~requisitioning ~~leads~~to areimbursement- ~~healthcare~~including data visualization and ~~analytics~~procurement. ~~consulting~~He ~~practice.~~has ~~From~~expertise ~~2018~~in totechnical ~~July~~execution ~~2023,~~and hesupply ~~served~~chain asinnovation ~~Senior~~and ~~Vice~~enjoys ~~President~~deploying ofinitiatives ~~Digital~~in ~~Supply~~technology development atto ~~Vizient~~continuously ~~Inc~~improve interoperability and operations., ~~where~~Mr. heMatozzo ~~played~~is a ~~key~~featured ~~role~~speaker and expert in ~~developing~~supply achain ~~digital~~organizational ~~ecosystem~~development and tobusiness ~~advance~~continuity. He is skilled in designing and implementing innovative business models that produce dramatic results. Mr. Matozzo has served in various supply chain ~~automation~~capacities across manufacturing, aerospace, and ~~analytics~~healthcare ~~solutions~~at organizations including Yale New Haven Health, Vizient, and NYU Langone Health.

~~As Senior Vice President of Digital Supply Chain at Vizient,~~ Mr. ~~Kirchenbauer~~Matozzo ~~was~~has ~~instrumental~~served in as the ~~development~~CEO ~~of a digital ecosystem designed to enhance supply chain automation~~ and ~~provide~~Managing ~~advanced~~Partner ~~analytics~~of ~~solutions.~~Paradigm ~~His~~Venture ~~leadership~~Group ~~played~~since a pivotal role in managing over $230 billion in healthcare supply spend, consolidating disparate data systems, and building e-commerce platforms that significantly improved operational efficiency for healthcare organizations2020. ~~Mr.~~Prior ~~Kirchenbauer’s~~to ~~work at Aptitude~~that, ~~where~~ he ~~built~~served aas ~~cutting-edge~~Director ~~B2B~~of ~~marketplace,~~Strategic ~~further~~Sourcing ~~showcases his capability in using data~~ and ~~analytics~~Procurement Operations tofor ~~drive~~Yale ~~substantial~~New ~~business~~Haven ~~growth,~~Health ~~delivering~~from ~~over~~2019 ~~$50~~- ~~million in new revenue within a few years.~~2021

~~Mr.~~Code ~~Kirchenbauer has a deep understanding~~ of ~~the~~Business ~~nuances~~Conduct ~~in healthcare supply chains~~ and expertise in building data management systems and analytics platforms. His commitment to leveraging data for business transformation makes him an ideal leader for organizations focused on delivering innovative analytics solutions that empower healthcare providers to make smarter, data-driven decisions.Ethics

~~Mr.~~We ~~Kirchenbauer~~have ~~graduated~~adopted a Code of ~~from~~Business ~~Texas~~Conduct ~~A&M~~and ~~University~~Ethics ofthat ~~Commerce~~applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and ~~has~~also anto ~~MBA~~other ~~from~~employees. ~~the~~Our ~~University~~Code of ~~Dallas~~Business Conduct can be found on our website at www. SCWorx.com.

~~Vincent~~Family ~~Matozzo~~Relationships

~~Mr.~~There ~~Matozzo~~are isno anfamily ~~innovative~~relationships ~~strategist~~between ~~and~~any leader recognized for driving results through effective supply chain strategies and product innovation. He is a dynamic leader who drives change and delivers results for clients, corporations, and consortiums. He is passionate about automating processes and delivering a superior customer experience while enabling teams. Mr. Matozzo is a subject matter expert in Lean and Agile process modeling, with experience in all aspects of ~~pre-award~~our ~~modeling to post-award monitoring~~directors, ~~requisitioning~~executive toofficers ~~reimbursement-~~or ~~including~~significant ~~data visualization and procurement~~employees. He has expertise in technical execution and supply chain innovation and enjoys deploying initiatives in technology development to continuously improve interoperability and operations. Mr. Matozzo is a featured speaker and expert in supply chain organizational development and business continuity. He is skilled in designing and implementing innovative business models that produce dramatic results. Mr. Matozzo has served in various supply chain capacities across manufacturing, aerospace, and healthcare at organizations including Yale New Haven Health, Vizient, and NYU Langone Health.

~~Mr.~~Involvement ~~Matozzo~~in ~~has~~Certain ~~served~~Legal ~~as the CEO and Managing Partner of Paradigm Venture Group since 2020. Prior to that, he served as Director of Strategic Sourcing and Procurement Operations for Yale New Haven Health from 2019 - 2021~~ Proceedings

~~Code~~During the past ten years, none of ~~Business~~our ~~Conduct~~current ~~and~~officers, ~~Ethics~~directors, significant employees or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and also to other employees. Our Code of Business Conduct can be found on our website at www.SCWorx.com.34

~~Family~~Board ~~Relationships~~Composition

~~There~~The ~~are~~Board noof ~~family~~Directors ~~relationships~~currently ~~between~~consists ~~any~~ of ~~our~~four directors,. ~~executive~~Each ~~officers~~director will serve in office until the next annual meeting of stockholders or ~~significant~~until ~~employees~~their successors have been duly elected and qualified, or until the earlier of their death, resignation or removal.

35Our certificate of incorporation provides that that the number of authorized directors will be determined in accordance with our bylaws. Our bylaws provide that the number of authorized directors shall be determined from time to time by a resolution of the Board of Directors, and any vacancies in our board and newly created directorships may be filled only by our Board of Directors.

~~Involvement~~Term inof ~~Certain Legal Proceedings~~Office

~~During~~All ~~the past ten years, none~~ of our ~~current~~directors ~~officers,~~are ~~directors,~~elected on ~~significant~~an ~~employees~~annual orbasis ~~control~~to ~~persons~~serve ~~have~~until ~~been~~the ~~involved~~next inannual ~~any~~meeting ~~legal~~of ~~proceedings~~shareholders asor ~~described in~~until ~~Item~~the ~~401(f)~~earlier of ~~Regulation~~their ~~S-K~~death, resignation or removal.

Committees of the Board ~~Composition~~of Directors

~~The~~Our Board of Directors ~~currently~~has ~~consists~~established ofan ~~four~~audit ~~directors.~~committee, ~~Each~~a ~~director~~compensation ~~will~~committee ~~serve~~and ina ~~office~~nominating ~~until~~and ~~the~~governance ~~next~~committee. ~~annual~~Each ~~meeting~~ of ~~stockholders~~these orcommittees ~~until their successors~~operates ~~have~~under ~~been~~a ~~duly~~charter ~~elected~~that ~~and~~has ~~qualified,~~been orapproved ~~until~~by ~~the~~our ~~earlier~~Board of ~~their death, resignation or removal~~Directors.

~~Our~~Audit certificate of incorporation provides that that the number of authorized directors will be determined in accordance with our bylaws. Our bylaws provide that the number of authorized directors shall be determined from time to time by a resolution of the Board of Directors, and any vacancies in our board and newly created directorships may be filled only by our Board of Directors.Committee

~~Term~~We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of ~~Office~~the Exchange Act. The Audit Committee has authority to review our financial records, engage with our independent auditors, recommend policies with respect to financial reporting to the Board of Directors and investigate all aspects of our business. The current members of our Audit Committee are Mr. Burke, Mr. Kirchenbauer and Mr. Matozzo. Mr. Burke is the Chairman of the Audit Committee, and our board of directors has determined that Mr. Burke is an “Audit Committee financial expert” and that all members of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations. The Audit Committee operates under a written charter that is posted on our website at www.scworx.com.

~~All~~Compensation ~~of our directors are elected on an annual basis to serve until the next annual meeting of shareholders or until the earlier of their death, resignation or removal.~~Committee

~~Committees~~The Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage and reward increased corporate financial performance, productivity and innovation. The current members of our Compensation Committee are Mr. Kirchenbauer, Mr. Burke and Mr. Matozzo. Mr. Kirchenbauer is the ~~Board~~current Chairman of ~~Directors~~the Compensation Committee and our board of directors has determined that all of the members of the Compensation Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations. The Compensation Committee operates under a written charter that is posted on our website at www.scworx.com.

~~Our~~Nominating ~~Board of Directors has established an audit committee, a compensation committee~~ and aGovernance ~~nominating and governance committee. Each of these committees operates under a charter that has been approved by our Board of Directors.~~Committee

~~Audit~~The Nominating and Corporate Governance Committee identifies and nominates candidates for membership on the Board of Directors, oversees Board of Directors’ committees, advises the Board of Directors on corporate governance matters and any related matters required by the federal securities laws. The current members of our Nominating and Corporate Governance Committee are Mr. Matozzo, Mr. Burke, and Mr. Kirchenbauer. Mr. Matozzo is the Chairman of the Nominating and Corporate Governance Committee. Our board of directors has determined that all of the members of the Nominating and Corporate Governance Committee are “independent” as defined by Nasdaq rules and regulations.

~~We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.~~ The ~~Audit~~Nominating ~~Committee has authority to review our financial records, engage with our independent auditors, recommend policies with respect to financial reporting to the Board of Directors~~ and ~~investigate all aspects of our business. The current members of our Audit Committee are Mr. Burke, Mr. Kirchenbauer and~~Governance ~~Mr. Matozzo. Mr. Burke is the Chairman of the Audit~~ Committee, ~~and~~will ~~our~~consider ~~board~~stockholder ofrecommendations ~~directors~~for ~~has~~candidates ~~determined~~for ~~that Mr. Burke is an “Audit Committee financial expert” and that all members of~~ the ~~Audit~~Board ~~Committee are “independent” as defined by the rules~~ of ~~the~~ ~~SEC and the Nasdaq rules and regulations~~Directors. ~~The Audit Committee operates under a written charter that is posted on our website at www.scworx.com.~~

~~Compensation Committee~~35

~~The~~Our ~~Compensation~~bylaws ~~Committee~~provide that, in ~~oversees~~order ~~our~~for ~~executive~~a ~~compensation~~stockholder’s ~~and~~nomination ~~recommends~~of ~~various~~a ~~incentives~~candidate for ~~key~~the ~~employees~~board to ~~encourage~~be ~~and~~properly ~~reward~~brought ~~increased~~before ~~corporate~~an ~~financial performance,~~annual ~~productivity~~meeting ~~and innovation. The current members~~ of ~~our~~the ~~Compensation Committee are Mr. Kirchenbauer~~stockholders, the ~~Mr.~~stockholder’s ~~Burke~~nomination ~~and~~must ~~Mr.~~be ~~Matozzo. Mr.~~delivered ~~Kirchenbauer~~to is the ~~current~~Secretary ~~Chairman~~ of ~~the Compensation Committee and~~ our ~~board~~company ofno ~~directors~~later ~~has~~than ~~determined~~120 ~~that~~days ~~all~~prior ofto the ~~members~~one-year anniversary ofdate ~~the Compensation Committee are “independent” as defined by the rules~~ of the ~~SEC~~prior ~~and~~year’s ~~Nasdaq~~annual ~~rules and regulations~~meeting. ~~The Compensation Committee operates under a written charter that is posted on our website at www.scworx.com.~~

~~Nominating~~Charters ~~and~~for ~~Governance~~all ~~Committee~~three committees are available on our website at www.SCWorx.com.

~~The~~Changes ~~Nominating~~in and Corporate Governance Committee identifies and nominates candidates for membership on the Board of Directors, oversees Board of Directors’ committees, advises the Board of Directors on corporate governance matters and any related matters required by the federal securities laws. The current members of our Nominating and Corporate Governance Committee are Mr. Matozzo, Mr. Burke, and Mr. Kirchenbauer. Mr. Matozzo is the Chairman of the Nominating and Corporate Governance Committee. Our board of directors has determined that all of the members of the Nominating and Corporate Governance Committee are “independent” as defined by Nasdaq rules and regulations.Procedures

36None.

~~The~~Section ~~Nominating~~16(a) ~~and~~Beneficial ~~Governance Committee~~Ownership ~~will consider stockholder recommendations for candidates for the Board of Directors.~~Reporting Compliance

~~Our~~Section ~~bylaws~~16(a) ~~provide~~of ~~that,~~the inExchange ~~order~~Act ~~for~~requires aour ~~stockholder’s~~executive ~~nomination~~officers and directors and persons who beneficially own more than 10% of a ~~candidate~~registered ~~for~~class ~~the~~of ~~board~~our equity securities to befile ~~properly~~with ~~brought~~the ~~before~~SEC aninitial ~~annual~~statements ~~meeting~~ of ~~the~~beneficial ~~stockholders~~ownership, statements of changes in beneficial ownership and annual statements of ~~the~~changes ~~stockholder’s~~in ~~nomination~~beneficial ~~must~~ownership bewith ~~delivered~~respect to ~~the~~their ~~Secretary~~ownership of our ~~company~~securities, noon ~~later~~Forms 3, 4 and 5, respectively. Executive officers, directors and greater than ~~120~~10% ~~days~~shareholders ~~prior~~are required by SEC regulations to ~~the~~furnish ~~one-year~~us ~~anniversary date~~with copies of ~~the~~all ~~prior~~Section ~~year’s~~16(a) ~~annual~~reports ~~meeting~~they file.

~~Charters~~Based ~~for~~solely ~~all~~on ~~three~~our ~~committees~~review ~~are~~of ~~available~~the copies of such reports received by us, and on written representations by our ~~website~~officers atand ~~www~~directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, and without conducting an independent investigation of our own, we believe that with respect to the fiscal year ended December 31, 2025, our officers and directors, and all of the persons known to us to beneficially own more than 10% of our common stock filed all required reports on a timely basis.~~SCWorx.com.~~

~~Changes~~Item in11. ~~Nominating~~Executive ~~Procedures~~Compensation

~~None~~The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2025 and 2024 awarded to, earned by or paid to our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

										Non-Equity
						Stock		Option		Incentive Plan		All Other
	Fiscal	Salary		Bonus		Awards		Awards		Compensation		Compensation		Total
Name and Principal Position	Year	$		($)		($)		($)		($)		($)		($)
Timothy Hannibal (1)	2025		252,333		-		-		-		-		53,030		305,363
President, Chief Executive Officer and Director	2024		250,000		-		-		-		-		51,200		301,200

Chris Kohler (2)	2025		111,500		-		-		-		-		-		111,500
Chief Financial Officer	2024		108,000		-		-		-		-		-		108,000

~~Section 16~~(a1) ofMr. ~~the~~Hannibal ~~Exchange Act~~was ~~requires~~hired ~~our~~as ~~executive~~Chief ~~officers~~Revenue ~~and~~Officer ~~directors~~on ~~and~~February ~~persons~~1, ~~who~~2019 ~~beneficially~~and ~~own~~was ~~more~~appointed ~~than~~Interim ~~10%~~Chief ofFinancial aOfficer ~~registered~~on ~~class~~June of10, ~~our~~2020. ~~equity~~On ~~securities to~~August ~~file with the SEC initial statements of beneficial ownership~~10, ~~statements~~2020 ofMr. ~~changes~~Hannibal inwas ~~beneficial~~appointed ~~ownership~~President and ~~annual~~Chief ~~statements~~Operating ~~of changes~~Officer. inOn ~~beneficial~~May ~~ownership~~28, ~~with~~2021 ~~respect~~Mr. toHannibal ~~their~~was ~~ownership~~appointed ofPresident ~~our securities, on Forms 3, 4~~ and 5,Chief ~~respectively.~~ Executive ~~officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file~~Officer.

Based solely on our review of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a2) ofMr. ~~the~~Kohler ~~Exchange~~has ~~Act,~~served ~~and~~as ~~without~~Chief ~~conducting~~Financial anOfficer ~~independent~~since ~~investigation of~~November ~~our own~~1, we believe that with respect to the fiscal year ended December 31, 2024, our officers and directors, and all of the persons known to us to beneficially own more than 10% of our common stock filed all required reports on a timely basis2020.

~~Item 11. Executive Compensation~~36

~~The~~Directors’ following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2024 and 2023 awarded to, earned by or paid to our executive officers.Compensation

										Non-Equity
						Stock		Option		Incentive Plan		All Other
	Fiscal	Salary		Bonus		Awards		Awards		Compensation		Compensation		Total
Name and Principal Position	Year	$		($)		($)		($)		($)		($)		($)
Timothy Hannibal (1)	2024		250,000		-		-		-		-		51,200		301,200
President, Chief Executive Officer and Director	2023		250,000		-		-		-		-		27,445		277,445
Chris Kohler (2)	2024		108,000		-		-		-		-		-		108,000
Chief Financial Officer	2023		108,000		-		-		-		-		4,000		112,000

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2025 and 2024 awarded to, earned by or paid to our directors. The value attributable to any stock option awards reflects the grant date fair values of stock awards calculated in accordance with ASC Topic 718.

(1) Mr. Hannibal was hired as Chief Revenue Officer on February 1, 2019 and was appointed Interim Chief Financial Officer on June 10, 2020. On August 10, 2020 Mr. Hannibal was appointed President and Chief Operating Officer. On May 28, 2021 Mr. Hannibal was appointed President and Chief Executive Officer.

		Fees								Non-Equity
		Earned or								Incentive
		Paid in				Stock		Option		Plan		All Other
	Fiscal	Cash		Bonus		Awards (6)		Awards		Compensation		Compensation		Total
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)
Troy Kirchenbauer (1)	2025		-		-		19,126		-		-		-		19,126
Chairman and Director	2024		-		-		-		-		-		-		-

Vincent Matozzo (2)	2025		-		-		19,126		-		-		-		19,126
Director	2024		-		-		-		-		-		-		-

Michael Burke (3)	2025		-		-		22,951		-		-		-		22,951
Chairman and Director	2024		-		-		-		-		-		-		-

Alton Irby (4)	2025		-		-		-		-		-		-		-
Former Chairman and Director	2024		-		-		-		-		-		-		-

Steven Horowitz (5)	2025		-		-		-		-		-		-		-
Former Director	2024		-		-		-		-		-		-		-

(21) ~~Mr.~~Troy ~~Kohler~~Kirchenbauer ~~has~~was ~~served~~appointed as ~~Chief~~a ~~Financial~~Director ~~Officer~~on ~~since~~October ~~November 1~~31, ~~2020~~2024.

37(2) Vincent Matozzo was appointed as a Director on August 17, 2023. Effective May 15, 2024, Mr Matozzo returned all previously received stock grants to the Company.

~~Directors’~~(3) ~~Compensation~~Michael Burke was appointed as a Director on October 31, 2024.

~~The~~(4) ~~following~~Alton ~~summary~~Irby ~~compensation table~~was ~~sets~~appointed ~~forth~~as ~~information~~a ~~concerning~~Director ~~compensation~~on ~~for~~March ~~services~~16, ~~rendered~~2021. inEffective ~~all~~May ~~capacities~~15, ~~during~~ 2024 ~~and 2023 awarded to~~, ~~earned~~Mr ~~by or~~Irby ~~paid~~returned toall ~~our~~previously ~~directors.~~received ~~The~~stock ~~value~~grants ~~attributable~~ to ~~any stock option awards reflects~~ the ~~grant~~Company. ~~date~~Mr ~~fair~~Irby ~~values~~resigned ofas ~~stock~~a ~~awards~~Director ~~calculated in~~effective ~~accordance~~October ~~with~~31, ~~ASC Topic 718~~2024.

		Fees								Non-Equity
		Earned or								Incentive
		Paid in				Stock		Option		Plan		All Other
	Fiscal	Cash		Bonus		Awards		Awards		Compensation		Compensation		Total
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)
Michael Burke (1)	2024		-		-		-		-		-		-		-
Chairman and Director	2023		-		-		-		-		-		-		-
Vincent Matozzo (2)	2024		-		-		-		-		-		-		-
Director	2023		-		-		-		-		-		-		-
Troy Kirchenbauer (3)	2024		-		-		-		-		-		-		-
Director	2023		-		-		-		-		-		-		-
Alton Irby (4)	2024		-		-		-		-		-		-		-
Former Chairman and Director	2023		-		-		-		-		-		-		-
Steven Horowitz (5)	2024		-		-		-		-		-		-		-
Former Director	2023		-		-		-		-		-		-		-
John Ferrara (6)	2024		-		-		-		-		-		-		-
Former Director	2023		-		-		27,977		-		-		-		27,977

(5)	Steven Horowitz was appointed as a Director on August 11, 2021. Effective May 15, 2024, Mr Horowitz returned all previously received stock grants to the Company. Mr Horowitz resigned as a Director effective October 31, 2024.

(16) ~~Michael~~Stock ~~Burke~~compensation ~~was~~reported ~~appointed~~above asrepresents aaccrued ~~Director~~but onnot ~~October~~yet issued shares as of December 31, ~~2024.~~2025

~~(2) Vincent Matozzo was appointed as a Director on August 17, 2023. Effective May 15, 2024, Mr Matozzo returned all previously received stock grants to the Company.~~37

~~(3)~~Item ~~Troy~~12. ~~Kirchenbauer~~Security ~~was~~Ownership ~~appointed~~of asCertain aBeneficial Owners ~~Director~~and onManagement ~~October~~and ~~31,~~Related ~~2024.~~Stockholder Matters

~~(4)~~The ~~Alton~~following ~~Irby~~table ~~was~~sets ~~appointed~~forth certain asinformation aregarding ~~Director~~beneficial onownership of our common stock as of March 1631, ~~2021.~~2026: ~~Effective~~(i) ~~May~~by ~~15,~~each ~~2024~~of our directors, Mr(ii) ~~Irby~~by ~~returned~~each of ~~all~~the ~~previously~~named ~~received~~executive ~~stock~~officers, ~~grants~~(iii) toby ~~the~~all ~~Company.~~of Mrour ~~Irby~~executive ~~resigned~~officers and directors as a ~~Director~~group, ~~effective~~and ~~October~~(iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of March 31, ~~2024~~2026, there were 15,999,423 shares of our common stock outstanding.

~~(5)~~Amount ~~Steven~~and ~~Horowitz~~Nature ~~was~~of ~~appointed~~Beneficial asOwnership ~~a Director on August 11, 2021. Effective May 15, 2024, Mr Horowitz returned all previously received stock grants to the Company. Mr Horowitz resigned~~ as of aMarch ~~Director effective October~~ 31, ~~2024.~~2026 (1)

(6) John Ferrara was appointed as a Director on August 11, 2021. Mr Ferrera resigned as a Director effective August 18, 2023.

	Common		Preferred		Options/				Percentage
Named Executive Officers and Directors	Stock		Stock		Warrants		Total		Ownership
Current
Timothy Hannibal		54,788		-		-		54,788		*	%
Chris Kohler		6,983		-		-		6,983		*	%
Michael Burke		-		-		-		-		*	%
Vincent Matozzo		-		-		-		-		*	%
Troy Kirchenbauer		-		-		-		-		*	%
Directors and Executive Officers as a Group (5 persons)		61,771		-		-		61,771		*	%

Former
Alton Irby		-		-		-		-		*	%
Steven Horowitz		-		-		-		-		*	%

38* Represents beneficial ownership of less than 1% of our outstanding stock.

~~Item~~(1) 12In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock that may be acquired upon the exercise of stock options within 60 days of March 31, 2026. ~~Security~~In ~~Ownership~~determining the percent of ~~Certain~~common ~~Beneficial~~stock ~~Owners~~owned by a person or entity on March 31, 2026, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days of March 31, 2026 upon the exercise of stock options, and ~~Management~~(b) the denominator is the sum of (i) the total shares of common stock outstanding on March 31, 2026 and ~~Related~~(ii) ~~Stockholder~~the ~~Matters~~total number of shares that the beneficial owner may acquire upon exercise of stock options within 60 days March 31, 2026. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o SCWorx Corp., 35 Village Rd. Suite 100, Middleton, MA 01949.

~~The~~Item ~~following~~13. ~~table~~Certain ~~sets~~Relationships ~~forth certain~~and ~~information regarding beneficial ownership of our common stock as of March 31, 2025: (i) by each of our directors, (ii) by each~~Related ~~of the named executive officers~~Transactions, ~~(iii) by all of our executive officers~~ and ~~directors~~Director as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of March 31, 2025, there were 2,105,755 shares of our common stock outstanding.Independence

~~Amount~~Certain Relationships and ~~Nature~~Related ~~of Beneficial Ownership as of March 31, 2025 (1)~~Transactions

	Common		Preferred		Options/				Percentage
Named Executive Officers and Directors	Stock		Stock		Warrants		Total		Ownership
Current
Timothy Hannibal		54,788		-		-		54,788		2.5	%
Chris Kohler		6,983		-		-		6,983		*	%
Michael Burke		-		-		-		-		*	%
Vincent Matozzo		-		-		-		-		*	%
Troy Kirchenbauer		-		-		-		-		*	%
Directors and Executive Officers as a Group (5 persons)		61,771		-		-		61,771		2.5	%
Former
Alton Irby		-		-		-		-		*	%
Steven Horowitz		-		-		-		-		*	%
John Ferrera		13,055		-		-		-		*	%

At December 31, 2025 and 2024 the Company had a payable due to an officer in the amount of $149,838 for contract work performed prior to becoming an officer.

*During ~~Represents~~September ~~beneficial~~2021, ~~ownership~~the Company’s former CEO and shareholder advanced $100,000 in cash to the Company for short term capital requirements. This amount is non-interest bearing and payable upon demand. As of ~~less~~December ~~than~~31, 1%2025, all amounts owed have been remitted. The Company had a balance of ~~our~~$67,622 ~~outstanding~~included ~~stock~~in shareholder advance on the Company’s consolidated balance sheets as of December 31, 2024.

~~(1)~~Between InJanuary ~~determining beneficial ownership of our common stock as of a given date~~18, ~~the~~2024 ~~number~~and July ~~of shares shown includes shares of common stock that may be acquired upon the exercise of stock options within 60 days of March 31~~11, ~~2025. In determining the percent of common stock owned by a person or entity on March 31~~2024, ~~2025, (a)~~ the ~~numerator~~Company’s isCFO ~~the~~advanced ~~number~~an ofaggregate ~~shares of the class beneficially owned by such person or entity~~$128,479 ~~including~~in ~~shares~~cash ~~which~~to ~~may be acquired within 60 days of March 31, 2025 upon~~ the ~~exercise~~Company offor ~~stock~~short ~~options,~~term ~~and~~capital ~~(b)~~requirements. ~~the~~As ~~denominator is the sum~~ of December ~~(i) the total shares of common stock outstanding on March~~ 31, ~~2025 and (ii) the total number of shares that the beneficial owner may acquire upon exercise of stock options within 60 days March 31~~2024, ~~2025.~~all ~~Unless~~advanced ~~otherwise~~amounts ~~indicated,~~had ~~the~~been ~~address of each of the individuals and entities named below is c/o SCWorx Corp~~repaid.~~, 100 S Ashley Dr, Suite 100 Tampa, FL 33602.~~

~~Item~~The ~~13.~~above ~~Certain~~amounts ~~Relationships~~ and ~~Related~~terms are ~~Transactions,~~not ~~and~~necessarily ~~Director~~indicative ~~Independence~~of what third parties would agree to.

~~Certain Relationships and Related Transactions~~38

AtDirector ~~December 31, 2024 and 2023 Company had aged payables that were due to officers in the amount of $149,838.~~Independence

~~During~~The ~~September~~rules ~~2021~~of the Nasdaq Capital Market, or the Nasdaq Rules, require a majority of a listed company’s board of directors to be composed of independent directors ~~Company~~within one year of listing. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, ~~former~~compensation ~~CEO~~and ~~(also~~nominating and governance committees be independent. Under the Nasdaq Rules, a ~~significant~~director ~~shareholder)~~will ~~advanced~~qualify ~~$100~~as an independent director only if,~~000~~ in ~~cash~~the toopinion of our Board of Directors, that person does not have a relationship that would interfere with the ~~Company~~exercise of ~~for~~independent ~~short~~judgment ~~term~~in ~~capital~~carrying ~~requirements~~out the responsibilities of a director. The Nasdaq Rules also require that audit committee members ~~This~~satisfy ~~amount~~independence iscriteria ~~non~~set forth in Rule 10A-~~interest~~3 ~~bearing~~under ~~and~~the ~~payable~~Exchange ~~upon~~Act, ~~demand~~as amended. ~~The~~In ~~Company~~order ~~had~~to ~~balances~~be considered independent for purposes of ~~$67~~Rule 10A-3,~~622~~ ~~included~~a member of an audit committee of a listed company may not, other than in ~~shareholder~~his ~~advance~~or onher capacity as a member of the audit ~~Company’s~~committee, ~~consolidated~~the ~~balance~~board ~~sheets~~of asdirectors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of ~~December~~its 31subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, ~~2024~~the Nasdaq Rules require that our Board of Directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and ~~2023~~any affiliations with our company.

~~Between~~Our ~~January~~Board ~~18,~~of ~~2024~~Directors ~~and~~undertook ~~July~~a ~~11,~~review ~~2024,~~of the ~~Company’s~~composition ~~CFO~~of ~~advanced~~our anBoard ~~aggregate~~of ~~$128,479~~Directors inand ~~cash~~its tocommittees and the ~~Company~~independence ~~for~~of ~~short~~each ~~term capital requirements~~director. AsBased ofupon information ~~December~~requested 31from and provided by each director concerning his background, ~~2024~~employment and affiliations, ~~all~~including ~~advanced~~family ~~amounts~~relationships, ~~have~~our Board ~~been~~of ~~repaid~~Directors has determined that each of our directors other than Tim Hannibal, is independent based on the definition of independence in the Nasdaq listing standards.

~~Director~~Item ~~Independence~~14. Principal Accountant Fees and Services

The ~~rules~~Audit Committee of the ~~Nasdaq Capital~~ ~~Market,~~Board ~~or the Nasdaq Rules, require a majority~~ of aDirectors ~~listed~~has ~~company’s~~selected ~~board~~Astra ofAudit ~~directors~~and ~~to be composed of independent directors within one year of listing. In addition~~Advisory, ~~the~~LLC ~~Nasdaq Rules require that~~(“Astra”), ~~subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the Nasdaq Rules, a director will qualify as~~ an independent ~~director~~ ~~only~~registered ~~if,~~public inaccounting ~~the opinion of our Board of Directors~~firm, ~~that person does not have a relationship that would interfere with the exercise~~ of independent judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, as amended. In order to ~~be considered independent for purposes of Rule 10A-3, a member of an~~ audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our consolidated ~~Board~~financial ofstatements ~~Directors~~for ~~must consider additional factors relevant to~~ the ~~duties~~years ofended aDecember ~~compensation committee member~~31, ~~including~~2025 ~~the source of any compensation we pay to the director~~ and ~~any affiliations with our company~~2024.

39BF Borgers CPA PC served as our independent registered public accounting firm from April 2021 through May 2024 at which time the US Securities and Exchange Commission (“Commission”) entered an Order denying BF Borgers CPA PC (“BF Borgers”) the privilege of appearing or practicing before the Commission as an accountant. The Company subsequently terminated BF Borgers as its independent registered public accounting firm.

~~Our~~Principal ~~Board~~Accountant ofFees ~~Directors undertook a review of the composition of our Board of Directors~~ and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors other than Tim Hannibal, is independent based on the definition of independence in the Nasdaq listing standards.Services

~~Item~~During ~~14.~~2025 ~~Principal~~and ~~Accountant~~2024, ~~Fees~~fees for services provided by Astra Audit and ~~Services~~Advisory, LLC were as follows:

The Audit Committee of the Board of Directors has selected Astra Audit and Advisory, LLC (“Astra”), an independent registered public accounting firm, to audit our consolidated financial statements for the years ended December 31, 2024 and 2023.

	For the year ended December 31,
	2025		2024
Audit Fees	$	201,305	$	179,114
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	201,305	$	179,114

BF Borgers CPA PC served as our independent registered public accounting firm from April 2021 through May 2024 at which time the US Securities and Exchange Commission (“Commission”) entered an Order denying BF Borgers CPA PC (“BF Borgers”) the privilege of appearing or practicing before the Commission as an accountant. The Company subsequently terminated BF Borgers as its independent registered public accounting firm.39

~~Principal~~During ~~Accountant~~2025 ~~Fees~~ and ~~Services~~2024, fees for services provided by BF Borgers CPA PC were as follows:

During 2024 and 2023, fees for services provided by Astra Audit and Advisory, LLC were as follows:

	For the year ended December 31,
	2025		2024
Audit Fees	$	-	$	99,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	-	$	99,000

	For the year ended December 31,
	2024		2023
Audit Fees	$	179,114	$	-
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	179,114	$	-

Audit Fees

~~During~~Audit ~~2024~~fees for 2025 and ~~2023~~2024 include amounts related to the audit of our annual consolidated financial statements reported on Form 10-K, ~~fees~~quarterly review ~~for~~of ~~services~~the consolidated ~~provided~~financial bystatements BFincluded ~~Borgers~~in ~~CPA~~our PCQuarterly ~~were~~Reports ason ~~follows:~~Form 10-Q and review of registration statements filed on Form S-1.

	For the year ended December 31,
	2024		2023
Audit Fees	$	99,000	$	192,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	99,000	$	192,500

Audit Related Fees

40Audit Related Fees include amounts related to accounting consultations and services.

~~Audit~~Tax Fees

~~Audit~~Tax ~~fees~~Fees ~~for~~include ~~2024~~fees ~~and 2023~~billed ~~include~~for ~~amounts~~tax ~~related~~compliance, totax ~~the~~advice ~~audit of our annual consolidated financial statements~~ and ~~quarterly~~tax ~~review~~planning ~~of the consolidated financial statements included in our Quarterly Reports on Form 10-Q~~services.

~~Audit~~All ~~Related~~Other Fees

The Audit ~~Related~~Committee ~~Fees~~pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include ~~amounts~~audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting ~~consultations~~firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

~~Tax Fees~~40

~~Tax~~PART ~~Fees include fees billed for tax compliance, tax advice and tax planning services.~~IV

~~All~~Item ~~Other~~15. ~~Fees~~Exhibits and Financial Statement Schedules

~~The~~(a) Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The ~~independent~~following ~~registered~~documents ~~public accounting firm and management~~ are ~~required~~ tofiled ~~periodically~~as ~~report~~a topart ~~the Audit Committee regarding the extent~~ of ~~services provided by the independent registered public accounting firm in accordance with~~ this ~~pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.~~report:

41(1) Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.

~~PART~~(2) IVFinancial Statement Schedules. Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto.

(3) Exhibits. The information required by this Item 15. is incorporated by reference to the Index to Exhibits ~~and~~accompanying ~~Financial~~this ~~Statement~~Annual ~~Schedules~~Report on Form 10-K.

~~(a) The following documents are filed as a part of this report:~~41

(1) Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.SIGNATURES

~~(2)~~Pursuant ~~Financial~~to ~~Statement Schedules. Schedules are omitted because~~ the ~~required~~requirements of ~~information~~Section is13 ~~not present~~ or is15(d) ~~not~~of ~~present~~the inSecurities ~~amounts~~Exchange ~~sufficient~~Act ~~to require submission~~ of 1934, the ~~schedule~~registrant orhas ~~because~~duly ~~the~~caused ~~information~~this ~~required~~report isto ~~given~~be insigned ~~the~~on ~~consolidated~~its ~~financial~~behalf ~~statements~~by the orundersigned, ~~the~~thereunto ~~notes~~duly ~~thereto~~authorized.

(3) Exhibits. The information required by this Item 15 is incorporated by reference to the Index to Exhibits accompanying this Annual Report on Form 10-K.

	SCWorx Corp.

	By:	/s/ Timothy Hannibal
		Timothy Hannibal
		President, Chief Executive Officer
		March 31, 2026

	By:	/s/ Chris Kohler
		Chris Kohler
		Chief Financial Officer
		March 31, 2026

42Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

~~SIGNATURES~~/s/ Timothy Hannibal Timothy Hannibal President, Chief Executive Officer, Director March 31, 2026 /s/ Chris Kohler Chris Kohler Chief Financial Officer March 31, 2026 /s/ Michael Burke Michael Burke, Chairman March 31, 2026 /s/ Vincent Matazzo Vincent Matazzo Director March 31, 2026 /s/ Troy Kirchenbauer Trou Kirchenbauer Director March 31, 2026

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.42

	SCWorx Corp.
	By:	/s/ Timothy Hannibal
		Timothy Hannibal
		President, Chief Executive Officer
		March 31, 2025
	By:	/s/ Chris Kohler
		Chris Kohler
		Chief Financial Officer
		March 31, 2025

Index to Consolidated Financial Statements

~~Pursuant~~SCWorx ~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated~~Corp.

~~/s/~~ ~~Timothy~~Consolidated ~~Hannibal Timothy Hannibal President, Chief Executive Officer, Director March 31, 2025 /s/ Chris Kohler Chris Kohler Chief~~ Financial Officer March 31, 2025 /s/ Michael Burke Michael Burke, Chairman March 31, 2025 /s/ Vincent Matazzo Vincent Matazzo Director March 31, 2025 /s/ Troy Kirchenbauer Trou Kirchenbauer Director March 31, 2025Statements

		Page Number
Report of Independent Registered Accounting Firm (PCAOB ID Number 6920)		F-2

Consolidated balance sheets as of December 31, 2025 and 2024		F-5

Consolidated statements of operations for the years ended December 31, 2025 and 2024		F-6

Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2025 and 2024		F-7

Consolidated statements of cash flows for the years ended December 31, 2025 and 2024		F-8

Notes to consolidated financial statements		F-9

~~Index to Consolidated Financial Statements~~F-1

~~SCWorx~~Report ~~Corp.~~of Independent Registered Public Accounting Firm

~~Consolidated~~To ~~Financial~~the ~~Statements~~Board of Directors and Stockholders of SCWorx Corp.

		Page Number
Report of Independent Registered Accounting Firm (PCAOB ID Number 6920)		F-2
Consolidated balance sheets as of December 31, 2024 and 2023		F-4
Consolidated statements of operations for the years ended December 31, 2024 and 2023		F-5
Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2024 and 2023		F-6
Consolidated statements of cash flows for the years ended December 31, 2024 and 2023		F-7
Notes to consolidated financial statements		F-8

Opinion on the Financial Statements

FWe have audited the accompanying consolidated balance sheets of SCWorx Corp. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-1year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Report of~~Basis ~~Independent~~for ~~Registered Public Accounting Firm~~Opinion

ToThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~Directors~~the Securities and Exchange Commission and the PCAOB.

~~Stockholders~~We conducted our audits in accordance with the standards of ~~SCWorx~~the ~~Corp~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Opinion~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the ~~Financial~~amounts ~~Statements~~and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

WeCritical ~~have~~Audit audited the accompanying consolidated balance sheets of SCWorx Corp. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.Matters

~~Substantial~~The ~~Doubt~~critical ~~about~~audit matters communicated below are matters arising from the ~~Company’s ability~~current period audit of the financial statements that were communicated or required to ~~Continue~~be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a ~~Going~~whole, ~~Concern~~and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~The~~Impairment ~~accompanying~~of financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and working capital deficits. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.Goodwill

~~Basis~~As described in Note 5 to the Company’s financial statements, the Company evaluates Goodwill for ~~Opinion~~impairment at least once annually or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative analysis. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value then quantitative goodwill impairment test is unnecessary. The goodwill balance was $5,842,433 related to the SaaS reporting unit. The Company uses the discounted cash flow model to estimate the fair value of the SaaS reporting unit, which requires management to make subjective estimates and assumptions related to forecasts of future revenues. Changes in these assumptions could have a significant impact on either the fair value, the amount of any impairment charge, or both. The fair value of the SaaS reporting unit exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.

~~These~~We ~~financial~~identified ~~statements~~the ~~are~~Company’s ~~the~~calculation ~~responsibility~~ of the ~~Company’s~~fair ~~management.~~value ~~Our~~of ~~responsibility~~the isreporting unit to ~~express~~assess anthe ~~opinion~~need onfor ~~the~~impairment ~~Company’s~~as ~~financial~~a ~~statements~~critical ~~based~~audit onmatter. The principal considerations for our ~~audits.~~ Wedetermination ~~are~~of athis ~~public~~critical ~~accounting~~audit ~~firm~~matter ~~registered~~related ~~with~~to the ~~Public~~high ~~Company~~degree ~~Accounting~~of ~~Oversight~~subjectivity ~~Board~~in ~~(United~~the ~~States)~~Company’s ~~(PCAOB)~~judgments ~~and~~in ~~are required~~determining tothe bequalitative ~~independent~~and ~~with~~quantitative ~~respect~~factors. Auditing tothese ~~the~~judgments ~~Company~~and inassumptions ~~accordance~~by ~~with~~ the ~~U.S.~~Company ~~federal~~involves ~~securities~~auditor ~~laws~~judgment ~~and~~due to the ~~applicable~~nature ~~rules~~ and ~~regulations~~ extent of ~~the~~audit ~~Securities~~evidence and ~~Exchange~~effort ~~Commission~~required ~~and~~to ~~the~~address ~~PCAOB~~these matters.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.F-2

~~Our~~The ~~audits~~primary ~~included performing~~ procedures towe ~~assess the~~performed ~~risks of material misstatement of the financial statements, whether due~~ to ~~error~~address orthese ~~fraud,~~critical ~~and~~audit ~~performing~~matters ~~procedures that respond to those risks. Such procedures~~ included ~~examining, on a test basis, evidence regarding~~ the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.following:

F-2 We obtained Management’s calculations, forecasts, and conclusion and performed the following procedures:

~~Critical~~o ~~Audit~~Reviewed ~~Matters~~calculations and forecasts, and evaluated the reasonableness of Management’s calculation, forecast, and significant assumptions used by the Company, specifically related to revenue growth.

~~The~~o ~~critical~~Performed audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a ~~whole,~~sensitivity ~~and~~analysis ~~we are not, by communicating the critical audit matters below, providing separate opinions~~ on ~~the~~key ~~critical audit matters or on the accounts or disclosures to which they relate~~inputs.

~~Impairment~~o Recalculated management’s fair value of ~~Goodwill~~the reporting unit.

Aso ~~described~~Developed ina ~~Note~~range 3 to the Company’s financial statements, the Company evaluates Goodwill for impairment at least once annually or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative analysis. If, after assessing the totality of ~~events~~independent orestimates ~~circumstances, the Company determines that it is not more likely than not that the fair value~~ of ~~a reporting unit is less than its carrying value then quantitative goodwill impairment test is unnecessary. The goodwill balance was $5,842,433 related to~~ the ~~SaaS reporting unit. The Company uses the discounted cash flow model to estimate the~~ fair value of the ~~SaaS~~ reporting unit, ~~which requires management to make subjective estimates~~ and ~~assumptions~~compared ~~related~~ to ~~forecasts of future revenues. Changes in these assumptions could have a significant impact on either~~ the fair value, ~~the~~determined ~~amount~~by ~~of any impairment charge, or both~~Management. ~~The fair value of the SaaS reporting unit exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.~~

WeValuation ~~identified the Company’s calculation~~ of ~~the~~Warrants fair value of the reporting unit to assess the need for impairment as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative and ~~quantitative~~Allocation ~~factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent~~ of ~~audit~~Proceeds ~~evidence and effort required~~ to ~~address~~Convertible ~~these~~Notes ~~matters.~~Payable

As described in Note 9 to the Company’s financial statements, the Company issued warrants in connection with convertible notes payable during the year. The ~~primary~~Company ~~procedures~~is werequired ~~performed~~to estimate the fair value of the warrants at issuance, with the relative fair value allocated between the warrants and the debt instrument, resulting in the recognition of a debt discount. The fair value of the warrants issued was significantly higher than the debt proceeds received, resulting in a 100% debt discount. The estimation of the fair value of the warrants requires management to ~~address~~ make significant assumptions, including those related to volatility, expected term, risk-free interest rate, and other inputs used in valuation models. Changes in these ~~critical~~assumptions ~~audit~~could ~~matters~~have ~~included~~a significant impact on the ~~following:~~fair value of the warrants and the resulting debt discount.

- We ~~obtained~~identified ~~Management’s~~the ~~calculations,~~valuation ~~forecasts,~~of ~~and~~the ~~conclusion~~warrants and ~~performed~~the related debt discount as a critical audit matter. The principal considerations for our determination of this critical audit matter were the ~~following~~high ~~procedures:~~degree of subjectivity involved in evaluating the assumptions used in the valuation model, as well as the complexity of the accounting for the warrants and allocation of proceeds. Auditing these assumptions required a high degree of auditor judgment and specialized knowledge.

oThe ~~Reviewed~~primary ~~calculations~~procedures ~~and~~we ~~forecasts,~~performed ~~and~~to ~~evaluated~~address ~~the~~this ~~reasonableness~~critical ofaudit ~~Management’s~~matter ~~calculation,~~included ~~forecast, and significant assumptions used by~~ the ~~Company, specifically related to revenue growth.~~following:

o● ~~Performed~~We aobtained ~~sensitivity~~management’s analysis onand ~~key~~valuation ~~inputs.~~of the warrants and performed the following procedures:

o ~~Recalculated~~Tested ~~management~~Management’s ~~fair~~classification, ~~value~~by ofevaluating the ~~reporting~~technical ~~unit~~terms.

o ~~Developed~~Evaluated ~~a range of independent estimates of~~ the ~~fair~~appropriateness ~~value~~ of the ~~reporting~~valuation ~~unit~~methodology ~~and~~used ~~compared~~by to the ~~fair value determined by Management~~Company.

Weo ~~have~~Assessed ~~served~~the asreasonableness ~~the~~of ~~Company’s~~significant ~~auditor~~assumptions, ~~since~~including ~~2024.~~volatility, ~~Tampa~~expected term, ~~Florida~~and ~~March~~risk-free ~~31,~~interest ~~2025~~rate.

~~F-3~~o Tested the completeness and accuracy of the underlying data used in the valuation.

~~SCWorx~~o ~~Corp~~Recalculated the fair value of the warrants using management’s assumptions.

~~Consolidated~~● ~~Balance~~We ~~Sheets~~evaluated the accounting treatment and allocation of proceeds between the debt and warrants, including the resulting recognition of the debt discount.

	December 31,			December 31,
ASSETS	2024			2023
Current assets:
Cash	$	106,654		$	91,436
Accounts receivable, net		372,716			304,813
Prepaid expenses and other assets		24,008			39,533
Total current assets		503,378			435,782
Goodwill		5,842,433			5,842,433
Total assets	$	6,345,811		$	6,278,215
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,237,637		$	1,738,364
Accounts payable and accrued liabilities - related party		149,838			149,838
Shareholder advance		67,622			67,622
Deferred revenue		354,083			378,583
Loans payable		27,369			-
Total current liabilities		1,836,549			2,334,407
Long-term liabilities:
Loans payable, net of current maturities		-			90,359
Convertible loans payable, net of discounts		19,660			-
Total long-term liabilities		19,660			90,359
Total liabilities		1,856,209			2,424,766
Commitments and contingencies (Note 8)
Stockholders’ equity:
Series A Convertible Preferred stock, $0.001 par value; 900,000 shares authorized; 39,810 shares issued and outstanding at December 31, 2024 and 2023		40			40
Common stock, $0.001 par value; 45,000,000 shares authorized; 1,859,525 and 1,232,333 shares issued and outstanding at December 31, 2024 and 2023, respectively		1,859			1,232
Additional paid-in capital		35,463,769			33,692,018
Accumulated deficit		(30,976,066	)		(29,839,841	)
Total stockholders’ equity		4,489,602			3,853,449
Total liabilities and stockholders’ equity	$	6,345,811		$	6,278,215

Valuation and Accounting for the Warrant Inducement

As described in Note 9 to the Company’s financial statements, the Company entered into a warrant inducement transaction in September 2025, whereby certain holders of equity-classified warrants were granted additional warrants to incentivize the settlement of out of the money warrants. The ~~accompanying~~Company ~~notes~~is ~~are~~required anto ~~integral~~estimate ~~part~~ the incremental fair value of the newly issued warrants compared to the original warrants at the date of exercise. Because the inducement was offered to specific holders to raise capital rather than as a pro-rata distribution to all shareholders, the incremental fair value was recognized as a non-cash inducement expense. The estimation of the fair value of the warrants requires management to make significant assumptions, including those related to volatility, expected term, risk-free rate, and other inputs used valuation models. Changes in these ~~consolidated~~assumptions ~~financial~~could ~~statements~~have a significant impact on the fair value of the warrants and the resulting inducement expense.

F-43

~~SCWorx~~We ~~Corp~~identified the accounting for the warrant inducement and the measurement of the incremental fair value as a critical audit matter. The principal consideration for our determination of this critical audit matter was the high degree of subjectivity involved in evaluating the assumptions used in the valuation models, as well as the complexity of the accounting for the inducement under ASU 2021-04 and ASC 470. Auditing these assumptions and the classification of the transaction required a high degree of auditor judgement and specialized knowledge.

~~Consolidated~~The ~~Statements~~primary ofprocedures ~~Operations~~we performed to address this critical audit matter included the following:

	For the years ended
	December 31,
	2024			2023
Revenue	$	2,989,599		$	3,804,943
Cost of revenue		2,243,614			2,535,865
Gross profit		745,985			1,269,078
Operating expenses:
Legal and professional		980,897			839,183
Salaries and wages		268,399			310,988
Stock compensation		-			361,363
General and administrative		756,115			1,208,206
Total operating expenses		2,005,411			2,719,740
Loss from operations		(1,259,426	)		(1,450,662	)
Other income (expense)
Interest expense		(104,201	)		(6,448	)
Gain on forgiveness of accounts payable		227,402
Impairment of goodwill		-			(2,524,034	)
Total other income (expense)		123,201			(2,530,482	)
Net loss before income taxes		(1,136,225	)		(3,981,144	)
Provision for (benefit from) income taxes		-			-
Net loss	$	(1,136,225	)	$	(3,981,144	)
Net loss per share, basic and diluted	$	(0.78	)	$	(3.86	)
Weighted average common shares outstanding, basic and diluted		1,458,691			1,032,666

●

We obtained management’s analysis and valuation of the warrant inducement and performed the following procedures:

~~The~~o ~~accompanying~~Tested ~~notes~~Management’s ~~are~~classification, anby ~~integral~~evaluating ~~part~~ the contractual terms of ~~these~~the ~~consolidated~~inducement offer and the underlying financial ~~statements~~instrument, and the Company’s relationship with the Holders to verify the appropriate classification as an inducement expense, rather than a deemed dividend.

~~F-5~~o Evaluated the appropriateness of the valuation methodology used by the Company to determine the incremental fair value of the sweetener warrants.

~~SCWorx~~o ~~Corp~~Assessed the reasonableness of significant assumptions, including volatility, expected term, and risk-free interest rate.

~~Consolidated~~o ~~Statements~~Tested the completeness and accuracy of ~~Changes~~the underlying data used in ~~Stockholders’ Equity~~the valuation.

	Preferred Stock				Common stock				Additional paid-in			Subscriptions		Accumulated
Year ended December 31, 2024	Shares		$		Shares		$		capital			payable		deficit			Total
Balances, December 31, 2023		39,810	$	40		1,232,333	$	1,232	$	33,692,018		$	-	$	(29,839,841	)	$	3,853,449
Shares issued as settlement of accounts payable		-		-		157,639		158		271,673			-		-			271,831
Shares issued for legal settlement		-		-		235,328		235		359,112			-		-			359,347
Shares issued for vested restricted stock units		-		-		1,667		2		(2	)		-		-			-
Shares issued for common stock placement – net of offering costs of $32,000		-		-		232,558		232		167,768			-		-			168,000
Issuance of warrants in conjunction with convertible loans		-		-		-		-		973,200								973,200
Net loss		-		-		-		-		-			-		(1,136,225	)		(1,136,225	)
Ending balance, December 31, 2024		39,810	$	40		1,859,525	$	1,859	$	35,463,769		$	-	$	(30,976,066	)	$	4,489,602

Recalculated the incremental fair value of the warrants using management’s assumptions on the date of issuance.

	Preferred Stock				Common stock				Additional paid-in			Subscriptions			Accumulated
Year ended December 31, 2023	Shares		$		Shares		$		capital			payable			deficit			Total
Balances, December 31, 2022		39,810	$	40		867,574	$	868	$	32,034,309		$	600,000		$	(25,858,697	)	$	6,776,520
Shares issued as settlement of accounts payable		-		-		69,072		69		188,735			-			-			188,804
Shares issued under equity line of credit		-		-		134,056		134		342,772			-			-			342,906
Shares issued for vested restricted stock units		-		-		16,935		17		(17	)		-			-			-
Shares issued for settlement of class action		-		-		129,458		129		599,871			(600,000	)		-			-
Shares issued for cashless exercise of warrants		-		-		15,238		15		(15	)								-
Proceeds received from potential acquisition		-		-		-		-		165,000			-			-			165,000
Stock based compensation		-		-		-		-		361,363			-			-			361,363
Net loss		-		-		-		-		-			-			(3,981,144	)		(3,981,144	)
Ending balance, December 31, 2023		39,810	$	40		1,232,333	$	1,232	$	33,692,018		$	-		$	(29,839,841	)	$	3,853,449

●

We evaluated the accounting treatment and under ASU 2021-04 and ASC-470, including the impact of the inducement on the consolidated statement of operations and the related disclosures in the financial statements.

~~The~~Astra ~~accompanying~~Audit ~~notes~~& ~~are~~Advisory anLLC ~~integral~~We ~~part of~~have ~~these~~served ~~consolidated~~as ~~financial~~the ~~statements~~Company’s auditor since 2024. Tampa, Florida March 31, 2026

F-64

SCWorx Corp.

Consolidated ~~Statements~~Balance ~~of Cash Flows~~Sheets

	For the years ended
	December 31,			December 31,
	December 31,
ASSETS	2025			2024
	2024			2023
Current assets:
Cash flows from operating activities:
Cash	$	1,644,439		$	106,654
Net loss	$	(1,136,225	)	$	(3,981,144	)
Accounts receivable, net		313,350			372,716
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid expenses and other assets		65,627			24,008
Impairment of goodwill		-			2,524,034
Total current assets		2,023,416			503,378
Amortization of debt discount		49,660			-
Property and equipment, net		10,220			-
Stock-based compensation		-			361,363
Intangible assets		20,019			-
Gain on forgiveness of accounts payable		(227,402	)		-
Goodwill		5,842,433			5,842,433
Common stock issued for settlement of payables		271,831			-
Total assets	$	7,896,088		$	6,345,811
Common stock issued for legal settlements		74,053			-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Credit loss expense		25,500			48,000
Current liabilities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	$	433,469		$	1,237,637
Accounts receivable		(93,403	)		(16,780	)
Accounts payable and accrued liabilities - related party		149,838			149,838
Prepaid expenses and other assets		15,525			25,647
Shareholder advance		-			67,622
Accounts payable and accrued liabilities		(39,331	)		433,966
Deferred revenue		158,750			354,083
Deferred revenue		(24,500	)		(201,250	)
Convertible loans payable, net of discounts - current portion		1,539			-
Net cash used in operating activities		(1,084,292	)		(806,164	)
Loans payable		-			27,369
Net cash from investing activities:
Total current liabilities		743,596			1,836,549
Proceeds from potential acquisition		-			165,000
Long-term liabilities:
Net cash provided by investing activities		-			165,000
Convertible loans payable, net of discounts		-			19,660
Cash flows from financing activities:
Total long-term liabilities		-			19,660
Proceeds from the sale of common stock		168,000			572,906
Total liabilities		743,596			1,856,209
Proceeds from loans payable		994,500			-
Commitments and contingencies (Note 8)
Payments on loans payable		(62,990	)		(57,390	)
Stockholders’ equity:
Payments of shareholder advance		-			(32,378	)
Series A Convertible Preferred stock, $0.001 par value; 900,000 shares authorized; 39,810 shares issued and outstanding		40			40
Proceeds from accounts payable and accrued liabilities - related party		128,479			193,558
Common stock, $0.001 par value; 150,000,000 shares authorized; 15,826,834 and 1,859,525 shares issued and outstanding at December 31, 2025 and 2024, respectively		15,826			1,859
Payments on accounts payable and accrued liabilities - related party		(128,479	)		(193,558	)
Additional paid-in capital		42,556,801			35,463,769
Net cash provided by financing activities		1,099,510			483,138
Accumulated deficit		(35,420,175	)		(30,976,066	)
Net increase (decrease) in cash		15,218			(158,026	)
Total stockholders’ equity		7,152,492			4,489,602
Cash, beginning of period		91,436			249,462
Total liabilities and stockholders’ equity	$	7,896,088		$	6,345,811
Cash, end of period	$	106,654		$	91,436
Supplemental disclosures of cash flow information:
Cash paid for interest	$	30,591		$	6,448
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Shares issued for vested restricted stock units	$	2		$	17
Shares issued for settlement of class action	$	-		$	600,000
Shares issued for cashless exercise of warrants	$	-		$	15
Shares issued for accrued legal settlement	$	285,294		$	-
Warrants issued in conjunction with convertible loans	$	973,200		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-75

SCWorx Corp.

~~Notes to~~ Consolidated ~~Financial~~ Statements of Operations

Note 1. Description of Business

	For the Years Ended
	December 31,
	2025			2024


Revenue	$	2,877,629		$	2,989,599
Cost of revenue		1,957,923			2,243,614
Gross profit		919,706			745,985

Operating expenses:
Legal and professional		510,951			980,897
Salaries and wages		513,727			268,399
General and administrative		853,343			756,115
Depreciation		404			-
Total operating expenses		1,878,425			2,005,411

Loss from operations		(958,719	)		(1,259,426	)

Other income (expense)
Interest expense		(2,985,597	)		(104,201	)
Warrant modification expense		(565,277	)		-
Gain of forgiveness of accounts payable		143,588			227,402
Loss on shares issued for legal settlement		(78,104	)		-
Total other (expense) income		(3,485,390	)		123,201

Net loss before income taxes		(4,444,109	)		(1,136,225	)

Provision for (benefit from) income taxes		-			-

Net loss	$	(4,444,109	)	$	(1,136,225	)

Net loss per share, basic and diluted	$	(0.61	)	$	(0.78	)

Weighted average common shares outstanding, basic and diluted		7,275,305			1,458,691

~~Nature~~The accompanying notes are an integral part of ~~Business~~these consolidated financial statements.

SCWorx, LLC (n/k/a SCW FL Corp.) (“SCW LLC”) was a privately held limited liability company which was organized in Florida on November 17, 2016. On December 31, 2017, SCW LLC acquired Primrose Solutions, LLC (“Primrose”), a Delaware limited liability company, which became its whollyF-owned subsidiary and focused on developing functionality for the software now used and sold by SCWorx Corp. (the “Company” or “SCWorx”). The majority interest holders of Primrose were interest holders of SCW LLC and based upon Staff Accounting Bulletin Topic 5G, the technology acquired has been accounted for at predecessor cost of $0. To facilitate the planned acquisition by Alliance MMA, Inc., a Delaware corporation (“Alliance”), on June 27, 2018, SCW LLC merged with and into a newly-formed entity, SCWorx Acquisition Corp., a Delaware corporation (“SCW Acquisition”), with SCW Acquisition being the surviving entity. Subsequently, on August 17, 2018, SCW Acquisition changed its name to SCWorx Corp. In June 2018, the Company began to collect subscriptions for common stock. From June to November 2018, the Company collected $1,250,000 in subscriptions and issued 3,125 shares of common stock to new third-party investors. On November 30, 2018, the Company and certain of its stockholders agreed to cancel 6,510 shares of common stock. In addition, on February 1, 2019, (i) SCWorx Corp. (f/k/a SCWorx Acquisition Corp.) changed its name to SCW FL Corp. (to allow Alliance to change its name to SCWorx Corp.) and (ii) Alliance acquired SCWorx Corp. (n/k/a SCW FL Corp.) in a stock-for-stock exchange transaction and changed Alliance’s name to SCWorx Corp., which is the Company’s current name, with SCW FL Corp. becoming the Company’s subsidiary.

OnSCWorx ~~October 6, 2023, following stockholder approval at the Company’s annual meeting, the Company amended its certificate of incorporation to implement a 1 for 15 reverse split of its common stock~~Corp. The effect of the reverse stock split was to combine every 15 shares of outstanding common stock into one share of common stock. The reverse stock split was effective at the opening of the trading day on October 11, 2023.

~~The~~Consolidated ~~effects~~Statements of ~~the~~Changes ~~reverse stock split have been reflected~~ in ~~this Annual Report on Form 10-K for all periods presented.~~Stockholders’ Equity

Operations of the Business

	Preferred Stock				Common stock				Additional paid-in		Accumulated
Year ended December 31, 2025	Shares		$		Shares		$		capital		Deficit			Total

Balances, December 31, 2024		39,810	$	40		1,859,525	$	1,859	$	35,463,769	$	(30,976,066	)	$	4,489,602

Shares issued for legal settlement		-		-		601,250		601		361,409		-			362,010
Shares issued for conversion of convertible loans and interest		-		-		7,690,059		7,690		2,903,789		-			2,911,479
Issuance of warrants in conjunction with convertible loans		-		-		-		-		1,385,000		-			1,385,000
Shares issued for the exercise of warrants		-		-		5,676,000		5,676		1,816,353		-			1,822,029
Warrant modification		-		-		-		-		565,277		-			565,277
Stock based compensation		-		-		-		-		61,204		-			61,204
Net loss		-		-		-		-		-		(4,444,109	)		(4,444,109	)
Ending balance, December 31, 2025		39,810	$	40		15,826,834	$	15,826	$	42,556,801	$	(35,420,175	)	$	7,152,492

SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers and big data analytics for the healthcare industry.

	Preferred Stock				Common stock				Additional paid-in			Accumulated
Year ended December 31, 2024	Shares		$		Shares		$		capital			deficit			Total

Balances, December 31, 2023		39,810	$	40		1,232,333	$	1,232	$	33,692,018		$	(29,839,841	)	$	3,853,449

Shares issued as settlement of accounts payable		-		-		157,639		158		271,673			-			271,831
Shares issued for legal settlement		-		-		235,328		235		359,112			-			359,347
Shares issued for vested restricted stock units		-		-		1,667		2		(2	)		-			-
Shares issued for common stock placement – net of offering costs of $32,000		-		-		232,558		232		167,768			-			168,000
Issuance of warrants in conjunction with convertible loans		-		-		-		-		973,200						973,200
Net loss		-		-		-		-		-			(1,136,225	)		(1,136,225	)
Ending balance, December 31, 2024		39,810	$	40		1,859,525	$	1,859	$	35,463,769		$	(30,976,066	)	$	4,489,602

~~SCWorx~~The ~~has~~accompanying ~~developed~~notes and markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals. SCWorx’s software platform enables healthcare providers to simplify, repair, and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”). SCWorx’s solutions are ~~designed~~an tointegral ~~improve the flow of information quickly~~part and accurately between the existing supply chain, electronic medical records, clinical systems, and patient billing functions. The software is designed to achieve multiple operational benefits such as supply chain cost reductions, decreased accounts receivables aging, accelerated and more accurate billing, contract optimization, increased supply chain management and cost visibility, synchronous Charge Description Master (“CDM”) and control of ~~vendor~~these ~~rebates~~consolidated ~~and~~financial ~~contract administration fees~~statements.

~~SCWorx empowers healthcare providers to maintain comprehensive access and visibility to an advanced business intelligence that enables better decision~~F-~~making and reductions in product costs and utilization, ultimately leading to accelerated and accurate patient billing. SCWorx’s software modules perform separate functions as follows:~~7

●SCWorx ~~virtualized Item Master File repair, expansion and automation;~~Corp.

● ~~CDM~~Consolidated ~~management;~~Statements of Cash Flows

● contract management;

	For the Years Ended
	December 31,
	2025			2024

Cash flows from operating activities:
Net loss	$	(4,444,109	)	$	(1,136,225	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		2,601,165			49,660
Depreciation		404			-
Loss on shares issued for legal settlement		78,104			-
Gain on forgiveness of accounts payable		(143,588	)		(227,402	)
Warrant modification expense		565,277			-
Stock based compensation		61,204			-
Common stock issued for settlement of payables		-			271,831
Common stock issued for legal settlements		-			74,053
Credit loss expense		35,200			25,500
Changes in operating assets and liabilities:
Accounts receivable		24,166			(93,403	)
Prepaid expenses and other assets		(41,619	)		15,525
Accounts payable and accrued liabilities		(84,481	)		(39,331	)
Deferred revenue		(195,333	)		(24,500	)
Net cash used in operating activities		(1,543,610	)		(1,084,292	)

Cash flows from investing activities:
Additions to intangible assets		(20,019	)		-
Purchase of fixed assets		(10,624	)		-
Net cash used in investing activities:		(30,643	)		-

Cash flows from financing activities:
Proceeds from the sale of common stock, net		-			168,000
Proceeds from loans payable, net		1,385,000			994,500
Payments on loans payable		(27,369	)		(62,990	)
Proceeds from the exercise of warrants, net of costs		1,822,029			-
Payments on shareholder advance		(67,622	)		-
Proceeds from accounts payable and accrued liabilities - related party		-			128,479
Payments on accounts payable and accrued liabilities - related party		-			(128,479	)
Net cash provided by financing activities		3,112,038			1,099,510

Net increase in cash		1,537,785			15,218

Cash, beginning of period		106,654			91,436

Cash, end of period	$	1,644,439		$	106,654

Supplemental disclosures of cash flow information:
Cash paid for interest	$	73		$	30,591
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Shares issued for vested restricted stock units	$	-		$	2
Shares issued for conversion of convertible loans and interest	$	2,911,479		$	-
Shares issued for accrued legal settlement	$	283,906		$	285,294
Warrants issued in conjunction with convertible loans	$	1,385,000		$	973,200
Warrants issued in conjunction with inducement agreement	$	565,277		$	-

~~F-8~~The accompanying notes are an integral part of these consolidated financial statements.

~~● request for proposal automation;~~F-8

●SCWorx ~~rebate management;~~Corp.

●Notes ~~big~~to ~~data~~Consolidated ~~analytics~~Financial ~~modeling; and~~Statements

●Years ~~data~~ended ~~integration~~December 31, 2025 and ~~warehousing.~~2024

~~SCWorx~~Note ~~continues to provide transformational data-driven solutions to some of the finest, most well-respected healthcare providers in the United States~~1. ~~Clients~~Description are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues they have pertaining to data interoperability. SCWorx provides these solutions through a combination of ~~direct sales and relationships with strategic partners.~~Business

~~SCWorx’s~~Nature ~~software~~of solutions are delivered to clients within a fixed term period, typically a three-to-five-year contracted term, where such software is hosted in SCWorx data centers (Amazon Web Service’s “AWS” or RackSpace) and accessed by the client through a secure connection in a software as a service (“SaaS”) delivery method.Business

SCWorx, ~~currently~~LLC ~~sells~~(n/k/a SCW FL Corp.) (“SCW LLC”) was a privately held limited liability company which was organized in Florida on November 17, 2016. On December 31, 2017, SCW LLC acquired Primrose Solutions, LLC (“Primrose”), a Delaware limited liability company, which became its ~~solutions~~ wholly-owned subsidiary and ~~services~~focused inon developing functionality for the ~~United~~software ~~States~~now toused ~~hospitals~~and sold by SCWorx Corp. (the “Company” or “SCWorx”). The majority interest holders of Primrose were interest holders of SCW LLC and ~~health~~based ~~systems~~upon ~~through~~Staff Accounting Bulletin Topic 5G, the technology acquired has been accounted for at predecessor cost of $0. To facilitate the planned acquisition by Alliance MMA, Inc., a Delaware corporation (“Alliance”), on June 27, 2018, SCW LLC merged with and into a newly-formed entity, SCWorx Acquisition Corp., a Delaware corporation (“SCW Acquisition”), with SCW Acquisition being the surviving entity. Subsequently, on August 17, 2018, SCW Acquisition changed its ~~direct~~name ~~sales~~to ~~force~~SCWorx Corp. In June 2018, the Company began to collect subscriptions for common stock. From June to November 2018, the Company collected $1,250,000 in subscriptions and issued 3,125 shares of common stock to new third-party investors. On November 30, 2018, the Company and certain of its ~~distribution~~stockholders agreed to cancel 6,510 shares of common stock. In addition, on February 1, 2019, (i) SCWorx Corp. (f/k/a SCWorx Acquisition Corp.) changed its name to SCW FL Corp. (to allow Alliance to change its name to SCWorx Corp.) and ~~reseller partnerships~~(ii) Alliance acquired SCWorx Corp. (n/k/a SCW FL Corp.) in a stock-for-stock exchange transaction and changed Alliance’s name to SCWorx Corp., which is the Company’s current name, with SCW FL Corp. becoming the Company’s subsidiary.

~~Note~~Operations 2of –the ~~Liquidity and Going Concern~~Business

~~The~~SCWorx ~~accompanying~~is ~~consolidated financial~~a ~~statements~~provider ~~have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), which contemplates continuation~~ of ~~the~~data ~~Company~~content asand aservices ~~going~~related ~~concern~~to ~~and~~ the ~~realization~~repair, ofnormalization ~~assets~~ and ~~satisfaction~~interoperability of ~~liabilities~~information infor ~~the~~healthcare ~~normal course~~providers ofand ~~business.~~big ~~The~~data ~~consolidated~~analytics ~~financial~~for ~~statements do not include any adjustment that might become necessary should~~ the ~~Company be~~healthcare ~~unable to continue as a going concern~~industry.

~~The~~SCWorx ~~Company~~ has ~~suffered~~developed ~~recurring losses~~and ~~from~~markets ~~operations~~health information technology solutions and ~~incurred~~associated aservices ~~net~~that ~~loss~~improve ofhealthcare ~~$1,136,225~~processes ~~for~~and ~~the~~information ~~year~~flow ~~ended~~within ~~December~~hospitals. ~~31,~~SCWorx’s ~~2024~~software ~~and~~platform ~~$3,981,144~~enables ~~for~~healthcare ~~the~~providers ~~year~~to ~~ended~~simplify, ~~December 31~~repair, ~~2023.~~and ~~The~~organize ~~accumulated~~its ~~deficit~~data as(“data ofnormalization”), ~~December~~allows ~~31,~~the ~~2024~~data ~~was~~to ~~$30,976,066.~~be ~~The~~utilized ~~Company~~across ~~has~~multiple ~~not~~internal ~~yet~~software ~~achieved~~applications ~~profitability~~(“interoperability”) and ~~expects to~~provides ~~continue~~the tobasis ~~incur~~for ~~cash~~sophisticated ~~outflows~~data ~~from~~analytics ~~operations~~(“big data”). ItSCWorx’s issolutions ~~expected~~are ~~that~~designed ~~its~~to ~~operating~~improve ~~losses~~the ~~will~~flow ~~continue~~of information quickly and, asaccurately abetween ~~result~~the existing supply chain, ~~the~~electronic ~~Company will~~medical ~~eventually~~records, ~~need~~clinical tosystems, ~~generate~~and ~~significant~~patient ~~increases~~billing infunctions. ~~product~~The ~~revenues~~software is designed to achieve ~~profitability.~~multiple ~~These~~operational ~~conditions~~benefits ~~indicate~~such ~~that~~as ~~there is~~supply ~~substantial~~chain ~~doubt~~cost ~~about~~reductions, ~~the~~decreased ~~Company’s~~accounts ~~ability~~receivables toaging, ~~continue~~accelerated asand amore ~~going~~accurate ~~concern~~billing, ~~within~~contract ~~one~~optimization, ~~year~~increased ~~after~~supply ~~the~~chain ~~consolidated~~management ~~financial statement~~and ~~issuance~~cost ~~date~~visibility, synchronous Charge Description Master (“CDM”) and control of vendor rebates and contract administration fees.

~~Note~~SCWorx 3empowers healthcare providers to maintain comprehensive access and visibility to an advanced business intelligence that enables better decision-making and reductions in product costs and utilization, ultimately leading to accelerated and accurate patient billing. ~~Summary~~SCWorx’s ofsoftware ~~Significant~~modules ~~Accounting~~perform ~~Policies~~separate functions as follows:

~~Basis~~● ofvirtualized ~~Presentation~~Item ~~and~~Master ~~Principles~~File ~~of Consolidation~~repair, expansion and automation;

~~The~~● ~~accompanying~~CDM consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).management;

~~The~~● ~~accompanying~~contract ~~consolidated financial statements include the accounts of SCWorx and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.~~management;

~~Cash~~● request for proposal automation;

~~Cash~~● isrebate maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company did not have any amounts in excess of the FDIC insured limit for as of December 31, 2024 and 2023.management;

~~F-9~~● big data analytics modeling; and

~~Fair~~● ~~Value~~data ofintegration ~~Financial~~and ~~Instruments~~warehousing.

~~Management applies fair value accounting for significant financial assets and liabilities and non~~F-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.9

~~Concentration~~SCWorx continues to provide transformational data-driven solutions to some of ~~Credit~~the finest, most well-respected healthcare providers in the United States. Clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and ~~Other~~relationships ~~Risks~~with strategic partners.

~~Financial~~SCWorx’s ~~instruments~~software ~~that potentially~~solutions ~~subject~~are ~~the~~delivered ~~Company~~ to ~~significant~~clients ~~concentrations~~within ofa ~~credit~~fixed ~~risk~~term ~~consist~~period, ~~principally~~typically ofa ~~cash~~three-to-five-year ~~and~~contracted ~~accounts~~term, ~~receivable.~~where ~~The Company~~such ~~believes~~software ~~that~~is ~~any~~hosted ~~concentration of credit risk~~ in ~~its~~SCWorx ~~accounts~~data ~~receivable~~centers is(Amazon ~~substantially~~Web ~~mitigated by the Company~~Service’s ~~evaluation process,~~“AWS” ~~relatively~~or ~~short~~RackSpace) ~~collection~~and ~~terms~~accessed ~~and~~by the ~~high~~client ~~level~~through ofa ~~credit~~secure ~~worthiness~~connection ofin ~~its~~a ~~customers.~~software ~~The~~as ~~Company~~a ~~performs~~service ~~ongoing~~(“SaaS”) ~~internal credit~~delivery ~~evaluations of its customers’ financial condition, obtains deposits and limits the amount of credit extended when deemed necessary but generally requires no collateral~~method.

~~Significant~~SCWorx ~~customers~~currently ~~are those~~sells ~~which~~its ~~represent~~solutions ~~more~~and ~~than~~services ~~10%~~in of the ~~Company’s~~United ~~revenue~~States ~~for~~to ~~each~~hospitals ~~period~~and ~~presented,~~health orsystems ~~the~~through ~~Company’s~~its ~~accounts~~direct ~~receivable balance~~sales asforce ofand ~~each~~its ~~respective~~distribution ~~consolidated balance sheet date. For each significant customer, revenue as a percentage of total revenue~~ and ~~accounts~~reseller ~~receivable as a percentage of total net accounts receivable are as follows:~~partnerships.

	Revenue
	For the years ended						Accounts Receivable
	December 31,						December 31,
Customers	2024			2023			2024			2023
Customer A		15	%		12	%		11	%		7	%
Customer B		13	%		11	%		18	%		22	%
Customer C		20	%		15	%		20	%		12	%
Customer D		3	%		12	%		-	%		7	%
Customer E		-	%		1	%		-	%		15	%
Customer F		7	%		5	%		27	%		-	%

Note 2. Summary of Significant Accounting Policies

~~Allowance~~Basis ~~for~~of ~~Credit~~Presentation ~~Losses~~and Principles of Consolidation

~~Accounts~~The ~~receivable~~accompanying ~~are~~consolidated ~~comprised of~~financial ~~amounts~~statements ~~billed~~have ~~and~~been ~~currently~~prepared ~~due~~in ~~from~~accordance ~~customers.~~with ~~Accounts~~United ~~receivable~~States ~~are~~generally ~~amounts~~accepted ~~related~~accounting toprinciples ~~any~~(“U.S. ~~unconditional~~GAAP”) ~~right~~and the ~~Company~~rules ~~has for receiving consideration~~ and ~~are~~regulations ~~presented~~of ~~as accounts receivable in~~ the ~~consolidated balance sheets~~U. ~~The Company maintains an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments~~S. ~~The~~Securities ~~Company employs an expected credit loss model utilizing historical loss rates~~ and ~~historical~~Exchange ~~trends~~Commission ~~in credit quality indicators~~ (~~e.g., delinquency, risk ratings~~“SEC”)~~, adjusted to reflect current economic conditions and knowledge of customer relationships~~.

FThe accompanying consolidated financial statements include the accounts of SCWorx and its wholly-10owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company recorded an allowance for credit losses of $20,000 as of December 31, 2024. The Company has assessed all receivables are collectable and did not record an allowance for credit losses as of December 31, 2023.Cash

~~Leases~~ Cash is maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company had amounts in excess of the FDIC insured limit of $1,356,754 as of December 31, 2025. The Company did not have any amounts in excess of the FDIC insured limit for as of December 31, 2024.

~~The~~Fair ~~Company~~Value ~~determines if an arrangement is a lease at inception. The current portion~~ of ~~lease~~Financial obligations are included in accounts payable and accrued liabilities on the consolidated balance sheets. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease, which are included in the lease ROU asset when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease components only, none with non-lease components, which are generally accounted for separately (refer to Note 7, Leases, for additional detail).Instruments

~~Goodwill~~Management applies fair value accounting for significant financial assets and ~~Impairment~~liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of ~~Long~~input ~~Lived~~that ~~Assets~~is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

~~Goodwill~~F-10

~~Goodwill~~Concentration ~~is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value~~ of ~~the~~Credit ~~net tangible~~ and ~~identified intangible~~Other assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.Risks

~~For~~Financial ~~further~~instruments ~~discussion~~that potentially subject the Company to significant concentrations of ~~goodwill~~credit risk consist principally of cash and accounts receivable. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, ~~refer~~ torelatively ~~Note~~short 5collection terms and the high level of credit worthiness of its customers. The Company performs ongoing internal credit evaluations of its customers’ financial condition, ~~Goodwill~~obtains deposits and limits the amount of credit extended when deemed necessary but generally requires no collateral.

~~Revenue~~ ~~Recognition~~Significant customers are those which represent more than 10% of the Company’s revenue for each period presented, or the Company’s accounts receivable balance as of each respective consolidated balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows:

The Company recognizes revenue in accordance with Topic 606 to depict the transfer of promised goods or services in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Topic 606 the Company performs the following steps:

	Revenue
	For the years ended						Accounts Receivable
	December 31,						December 31,
Customers	2025			2024			2025			2024
Customer A		15	%		15	%		32	%		11	%
Customer B		14	%		13	%		-	%		18	%
Customer C		19	%		20	%		8	%		20	%
Customer D		7	%		7	%		11	%		27	%

●Accounts ~~Step~~Receivable 1:and ~~Identify~~Allowance ~~the~~for ~~contract(s)~~Credit ~~with a customer~~Losses

●Accounts ~~Step~~receivable 2:are ~~Identify~~comprised of amounts billed and currently due from customers. Accounts receivable are amounts related to any unconditional right the ~~performance~~Company ~~obligations~~has for receiving consideration and are presented as accounts receivable in the ~~contract~~consolidated balance sheets. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. The Company employs the practical expedient to estimate expected credit losses for current accounts receivable by utilizing subsequent cash collections. The evaluation of subsequent cash collections was performed through March 20, 2026, for the annual reporting period ended December 31, 2025.

● ~~Step~~Management 3:considers ~~Determine~~the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction ~~price~~history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company recorded an allowance for credit losses of $55,200 and $20,000 as of December 31, 2025 and 2024, respectively.

~~● Step 4: Allocate the transaction price to the performance obligations in the contract~~Leases

●The ~~Step~~Company 5:determines ~~Recognize~~if ~~revenue~~an ~~when~~arrangement is a lease at inception. The current portion of lease obligations are included in accounts payable and accrued liabilities on the consolidated balance sheets. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or ~~as)~~terminate the ~~entity~~lease, ~~satisfies~~which are included in the lease ROU asset when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a ~~performance~~straight-line ~~obligation~~basis over the lease term. The Company has lease agreements with lease components only, none with non-lease components, which are generally accounted for separately.

FManagement has elected a short-11term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) (refer to Note 7, Leases, for additional detail).

The Company follows the accounting revenue guidance under Topic 606 to determine whether contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer.F-11

~~The~~Goodwill ~~Company~~and ~~has identified the following performance obligations in its SaaS contracts with customers:~~Impairment

~~1) Data Normalization: which includes data preparation, product and vendor mapping, product categorization, data enrichment and other data related services,~~Goodwill

2)Goodwill ~~Software-~~is recorded as~~-a-service~~ ~~(“SaaS”):~~the ~~which~~difference, isif ~~generated~~any, ~~from~~between ~~clients’~~the ~~access~~aggregate ofconsideration paid for an acquisition and ~~usage~~the fair value of the ~~Company’s~~net ~~hosted~~tangible ~~software~~and ~~solutions~~identified onintangible assets acquired under a ~~subscription~~business ~~basis~~combination. ~~for~~Goodwill aalso ~~specified~~includes ~~contract~~acquired ~~term~~assembled workforce, which isdoes ~~usually~~not ~~annually~~qualify as an identifiable intangible asset. InThe ~~SaaS~~Company ~~arrangements~~reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the ~~client~~goodwill ~~cannot~~might ~~take~~be ~~possession~~impaired. ofThe Company first assesses qualitative factors to determine whether it is necessary to perform the ~~software~~quantitative ~~during~~goodwill impairment test. If, after assessing the ~~term~~totality of events or circumstances, the ~~contract~~Company ~~and~~determines ~~generally~~that ~~has~~it ~~the~~is ~~right~~not tomore ~~access~~likely ~~and~~than ~~use~~not that the ~~software~~fair ~~and~~value ~~receive~~of ~~any~~a ~~software~~reporting ~~upgrades~~unit ~~published~~is ~~during~~less ~~the~~than ~~subscription~~its ~~period~~carrying amount, then the quantitative goodwill impairment test is unnecessary.

3)For ~~Maintenance:~~further ~~which~~discussion ~~includes~~of ~~ongoing data cleansing and normalization~~goodwill, ~~content~~refer ~~enrichment,~~to ~~and~~Note ~~optimization~~5, ~~and~~Goodwill.

4)Intangible ~~Professional~~Assets ~~Services: mainly related to specific customer projects to manage~~ and~~/or~~ ~~analyze~~Impairment ~~data~~of ~~and~~Long ~~review~~Lived ~~for cost reduction opportunities.~~Assets

~~A contract will typically include Data Normalization, SaaS and Maintenance, which are distinct performance obligations and are accounted for separately.~~ The ~~transaction price~~Company iscapitalizes ~~allocated~~costs toincurred ~~each~~during ~~separate performance obligation on a relative stand-alone selling price basis. Significant judgement is required to determine~~ the ~~stand-alone~~application ~~selling~~development ~~price~~stage for ~~each distinct performance obligation and is typically estimated based on observable transactions when these services are sold on a stand~~internal-~~alone~~use ~~basis.~~software, Atwhich ~~contract~~include ~~inception,~~external andirect ~~assessment~~costs of ~~the~~materials ~~goods~~ and services, ~~promised~~as inwell ~~the~~as ~~contracts with~~payroll-related ~~customers~~costs ~~is performed and a performance obligation is identified~~ for ~~each~~employees ~~distinct~~directly ~~promise~~associated towith ~~transfer to~~ the ~~customer a~~software ~~good or service (or bundle of goods or services)~~development. ToCosts ~~identify~~related ~~the performance~~to ~~obligations,~~ the ~~Company~~preliminary ~~considers~~project ~~all~~phase, ~~the~~training, ~~goods or~~and ~~services~~maintenance ~~promised in the contract regardless of whether they~~ are ~~explicitly~~expensed ~~stated~~as ~~or are implied by customary business practices~~incurred. ~~Revenue~~ isOnce ~~recognized when~~ the ~~performance~~software ~~obligation has~~is ~~been~~ready ~~met.~~for ~~The~~its ~~Company~~intended ~~considers~~use, ~~control~~capitalized tocosts ~~have~~are ~~transferred~~amortized ~~upon~~on ~~delivery because the Company has~~ a ~~present~~straight-line ~~right~~basis toover ~~payment~~an atestimated ~~that~~useful ~~time,~~life ~~the Company has transferred use~~ of ~~the~~3 ~~good~~to or5 ~~service,~~years ~~and~~in ~~the~~accordance ~~customer is~~with ~~able to direct~~ the ~~use~~provisions of, ~~and~~Accounting ~~obtain~~Standard ~~substantially~~Codification ~~all~~(“ASC”) ~~the remaining benefits from~~350, ~~the~~“Goodwill ~~good~~and orOther ~~service~~Intangible Assets”.

The ~~Company’s~~assessment ~~SaaS~~of ~~and Maintenance~~any ~~contracts~~impairment ~~typically~~of ~~have~~these ~~termination~~assets ~~for~~is ~~convenience~~dependent ~~without~~upon ~~penalty~~estimates ~~clauses~~of ~~and~~recoverable ~~accordingly,~~amounts ~~are~~that ~~generally~~consider ~~accounted~~factors ~~for~~ such as ~~month-to-month~~economic ~~agreements~~and market conditions and the useful lives of assets. If, after assessing the totality of events or circumstances, the Company determines that it is ~~determined~~not more likely than not that the ~~Company~~fair ~~has~~value ~~not~~of ~~satisfied~~an aasset ~~performance~~is ~~obligation,~~less ~~revenue~~than ~~recognition~~its ~~will be~~carrying ~~deferred~~amount, ~~until~~then the ~~performance~~company ~~obligation~~records isimpairment ~~deemed~~of tothe ~~be satisfied~~asset.

Revenue ~~recognition for the Company’s performance obligations are as follows:~~Recognition

~~Data~~The ~~Normalization~~Company ~~and~~recognizes ~~Professional~~revenue ~~Services~~in accordance with Topic 606 to depict the transfer of promised goods or services in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Topic 606 the Company performs the following steps:

~~The~~● ~~Company’s~~Step ~~Data~~1: ~~Normalization and~~Identify ~~Professional~~the ~~Services~~contract(s) ~~are typically a fixed fee. When these services are not combined~~ with ~~SaaS or Maintenance revenues as~~ a ~~single unit of accounting, these revenues are recognized as the services are rendered and when contractual milestones are achieved and accepted by the~~ customer~~. When these services are combined with SaaS or Maintenance revenues, revenues are recognized ratably over the period of the contract.~~

~~F-12~~● Step 2: Identify the performance obligations in the contract

~~SaaS~~● ~~and~~Step ~~Maintenance~~3: Determine the transaction price

~~SaaS~~● ~~and~~Step ~~Maintenance~~4: ~~revenues are~~Allocate ~~recognized ratably over~~ the ~~contract~~transaction ~~terms~~price ~~beginning~~to on the ~~commencement~~performance ~~date~~obligations ofin ~~each contract, which is~~ the ~~date on which the Company’s service is made available to customers.~~contract

~~The~~● ~~Company~~Step ~~does~~5: ~~have~~Recognize ~~some contracts that have payment terms that differ from the timing of~~ revenue recognition, which requires the Company to assess whether the transaction price for those contracts include a significant financing component. The Company has elected the practical expedient that permits an entity to not adjust for the effects of a significant financing component if it expects that at the contract inception, the period between when ~~the entity transfers a promised good~~ (or ~~service~~as) ~~to a customer and when~~ the ~~customer pays for that good or service will be one year or less. The Company does not maintain contracts in which the period between when the~~ entity ~~transfers~~satisfies a ~~promised~~performance ~~good or service to a customer and when the customer pays for that good or service exceeds the one-year threshold.~~obligation

The Company ~~has~~follows ~~one~~the accounting revenue ~~stream,~~ ~~from~~guidance ~~the~~under Topic ~~SaaS~~606 to ~~business,~~determine ~~and~~whether ~~believes~~contracts itcontain ~~has~~more ~~presented~~than ~~all~~one ~~varying~~performance ~~factors~~obligation. ~~that~~Performance ~~affect~~obligations are the ~~nature,~~unit ~~timing~~of ~~and~~accounting ~~uncertainty~~for ofrevenue ~~revenues~~ recognition and ~~cash~~generally ~~flows~~represent the distinct goods or services that are promised to the customer.

~~Remaining~~The ~~Performance~~Company ~~Obligations~~has identified the following performance obligations in its SaaS contracts with customers:

As1) ofData ~~December~~Normalization: ~~31,~~which ~~2024,~~includes ~~the Company~~data ~~had $354~~preparation,~~083~~ ofproduct ~~remaining~~and ~~performance~~vendor ~~obligations~~mapping, ~~recorded~~product ascategorization, ~~deferred~~data ~~revenue.~~enrichment ~~The~~and ~~Company~~other ~~expects~~data torelated ~~recognize sales relating to these existing performance obligations of during 2025.~~services,

As2) Software-as-a-service (“SaaS”): which is generated from clients’ access of ~~December~~and ~~31,~~usage ~~2023,~~of the Company’s ~~had~~hosted ~~$378~~software solutions on a subscription basis for a specified contract term,~~583~~ which is usually annually. In SaaS arrangements, the client cannot take possession of ~~remaining~~the ~~performance~~software ~~obligations~~during ~~recorded~~the asterm ~~deferred~~of ~~revenue.~~the ~~The~~contract ~~Company~~and ~~recognized~~generally ~~sales~~has ~~relating~~the right to ~~those existing~~access ~~performance~~and ~~obligations~~use ofthe software and receive any software upgrades published during ~~2024.~~the subscription period,

~~Costs~~3) toMaintenance: ~~Fulfill~~which aincludes ~~Contract~~ongoing data cleansing and normalization, content enrichment, and optimization, and

~~Costs~~4) toProfessional ~~fulfill~~Services: amainly ~~contract typically include costs~~ related to ~~satisfying~~specific ~~performance~~customer ~~obligations~~projects ~~as well as general and administrative costs that are not explicitly chargeable~~ to ~~customer~~manage ~~contracts. These expenses are recognized~~ and/or ~~expensed~~analyze ~~when~~data ~~incurred in accordance with ASC 340-40, “Other Assets~~ and ~~Deferred~~review ~~Costs—Contracts~~for ~~with~~cost ~~Customers”~~reduction opportunities.

~~Cost of Revenue~~F-12

~~Cost~~A ofcontract ~~revenues~~will ~~primarily represent~~typically ~~data~~include ~~center~~Data ~~hosting~~Normalization, ~~costs~~SaaS and Maintenance, ~~consulting~~which are distinct performance obligations and are accounted for separately. The transaction price is allocated to each separate performance obligation on a relative stand-alone selling price basis. Significant judgement is required to determine the stand-alone selling price for each distinct performance obligation and is typically estimated based on observable transactions when these services are sold on a stand-alone basis. At contract inception, an assessment of the goods and ~~maintenance~~services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company’s ~~large~~considers ~~data~~all ~~array~~the ~~that~~goods ~~were~~or ~~incurred~~services promised in ~~delivering~~ ~~professional~~the ~~services~~contract ~~and~~regardless ~~maintenance~~ of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when the performance obligation has been met. The Company’s ~~large~~considers ~~data~~control ~~array~~to ~~during~~have transferred upon delivery because the ~~periods~~Company ~~presented~~has a present right to payment at that time, the Company has transferred use of the good or service, and the customer is able to direct the use of, and obtain substantially all the remaining benefits from, the good or service.

~~Convertible~~The ~~Debt~~Company’s SaaS and ~~Amortization~~Maintenance ofcontracts ~~Debt Discounts~~typically have termination for convenience without penalty clauses and accordingly, are generally accounted for as month-to-month agreements. If it is determined that the Company has not satisfied a performance obligation, revenue recognition will be deferred until the performance obligation is deemed to be satisfied.

~~The~~Revenue ~~Company~~recognition ~~has issued various debt instruments with warrants and conversion features~~ for ~~which total proceeds were allocated to individual instruments based on~~ the ~~relative~~ ~~fair~~Company’s ~~value~~performance ofobligations ~~each~~are ~~instrument at the time of issuance. The relative fair value of the warrants and conversion was recorded~~ as ~~discount~~ ~~on debt and amortized over the term of the respective debt. For the years ended December 31, 2024 and 2023, amortization of debt discount was $19,660 $0, respectively.~~follows:

~~Contract~~Data ~~Balances~~Normalization and Professional Services

~~Contract~~The ~~assets~~Company’s ~~arise~~Data ~~when the~~Normalization ~~revenue~~and ~~associated~~Professional ~~prior~~Services toare ~~the~~typically ~~Company’s~~a ~~unconditional~~fixed ~~right~~fee. toWhen ~~receive~~these aservices ~~payment~~are ~~under~~not acombined ~~contract~~ with SaaS or Maintenance revenues as a ~~customer~~single ~~(i.e.~~unit of accounting, ~~unbilled~~ ~~revenue)~~these ~~and~~revenues are ~~derecognized~~recognized as the services are rendered and when ~~either~~contractual itmilestones ~~becomes~~are aachieved ~~receivable~~and oraccepted by the ~~cash~~customer. isWhen ~~received.~~these ~~There~~services ~~were~~are nocombined ~~contract~~with ~~assets~~SaaS asor ~~of December~~Maintenance 31revenues, ~~2024~~revenues ~~and~~are ~~2023~~recognized ratably over the period of the contract.

~~Contract~~SaaS ~~liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract~~ and ~~are~~ derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Contract liabilities were $354,083 and $378,583 as of December 31, 2024 and 2023, respectively.Maintenance

~~Income~~SaaS ~~Taxes~~and Maintenance revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date on which the Company’s service is made available to customers.

The Company ~~uses~~does ~~the~~have ~~asset and~~some ~~liability~~contracts ~~method~~that ofhave ~~accounting~~payment ~~for~~terms ~~income~~that ~~taxes~~differ infrom ~~accordance~~the ~~with~~timing ~~ASC~~of ~~Topic~~revenue ~~740~~recognition, ~~“Income~~which ~~Taxes.”~~requires ~~Under~~the ~~this~~Company ~~method, income~~to ~~tax~~assess ~~expense~~whether isthe ~~recognized~~transaction price for ~~the~~those ~~amount~~contracts ~~of:~~include ~~(i)~~a ~~taxes~~significant ~~payable~~financing orcomponent. ~~refundable~~The ~~for~~Company has elected the ~~current~~practical ~~year~~expedient ~~and~~that ~~(ii)~~permits ~~deferred~~an ~~tax~~entity ~~consequences of~~to ~~temporary~~not ~~differences~~adjust ~~resulting~~for ~~from~~the ~~matters~~effects ~~that~~of ~~have~~a ~~been~~significant ~~recognized~~financing incomponent anif ~~entity’s~~it ~~financial~~expects ~~statements~~that orat ~~tax~~the ~~returns.~~contract ~~Deferred tax~~inception, ~~assets~~the ~~and~~period ~~liabilities~~between ~~are~~when ~~measured~~the ~~using~~entity ~~enacted~~transfers ~~tax~~a ~~rates~~promised ~~expected~~good toor ~~apply~~service to ~~taxable~~a ~~income~~customer inand when the ~~years~~customer inpays ~~which~~for ~~those~~that ~~temporary differences~~good ~~are~~or ~~expected~~service towill be ~~recovered~~one year or ~~settled~~less. The ~~effect~~Company ondoes ~~deferred~~not ~~tax~~maintain ~~assets~~contracts ~~and~~in ~~liabilities~~which ofthe aperiod ~~change~~between inwhen ~~tax~~the ~~rates~~entity istransfers ~~recognized in~~a ~~the~~promised ~~results~~good ofor ~~operations~~service into a customer and when the ~~period~~customer pays for that ~~includes~~good or service exceeds the ~~enactment~~one-year ~~date~~threshold.

~~F-13~~The Company has one revenue stream, from the SaaS business, and believes it has presented all varying factors that affect the nature, timing and uncertainty of revenues and cash flows.

~~Valuation~~Remaining ~~allowances~~Performance are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company has evaluated available evidence and concluded that the Company may not realize all the benefits of its deferred tax assets; therefore, a valuation allowance has been established for its deferred tax assets.Obligations

~~ASC~~ ~~Topic~~As ~~740-10-30~~of ~~clarifies the~~December ~~accounting~~31, ~~for~~2025, ~~uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for~~ the ~~financial~~Company ~~statement~~had ~~recognition~~$158,750 ~~and measurement~~ of aremaining ~~tax~~performance ~~position~~obligations ~~taken~~recorded oras ~~expected~~deferred ~~to be taken in a tax return~~revenue. ~~ASC Topic 740-10-40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.~~ The Company ~~has~~expects noto ~~material~~recognize ~~uncertain~~sales ~~tax~~relating ~~positions~~to ~~for~~these ~~any~~existing ofperformance ~~the~~obligations ~~reporting~~during ~~periods presented~~2026.

~~Stock-Based~~ ~~Compensation~~As of December 31, 2024, the Company had $354,083 of remaining performance obligations recorded as deferred revenue. The Company recognized sales relating to these existing performance obligations during 2025.

~~The~~Costs ~~Company~~to ~~accounts~~Fulfill for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant using a ~~Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.~~Contract

~~The~~Costs ~~authoritative~~to ~~guidance also~~fulfill ~~requires~~a ~~that~~contract ~~the~~typically ~~Company~~include ~~measures~~costs ~~and~~related ~~recognizes~~to ~~stock-based~~satisfying ~~compensation~~performance ~~expense~~obligations ~~upon~~as ~~modification~~well ofas ~~the~~general ~~term~~and ofadministrative ~~stock~~costs ~~award. The~~that ~~stock-based~~are ~~compensation~~not ~~expense~~explicitly ~~for~~chargeable ~~such~~to ~~modification~~customer iscontracts. ~~accounted~~These ~~for~~expenses asare arecognized ~~repurchase~~and ofexpensed ~~the~~when ~~original~~incurred ~~award~~in ~~and~~accordance ~~the~~with ~~issuance~~ASC ~~of a~~340-40, ~~new~~“Other ~~award~~Assets and Deferred Costs—Contracts with Customers”.

~~Calculating stock~~F-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants. These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each award will convert into a designated number of the Company’s common stock. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the consolidated statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Refer to Note 9, Stockholders’ Equity, for additional detail.13

~~Loss~~Cost ~~Per~~of ~~Share~~Revenue

~~The~~Cost ~~Company~~of ~~computes~~revenues ~~earnings (loss)~~primarily ~~per~~represent ~~share~~data incenter ~~accordance~~hosting ~~with ASC 260~~costs, ~~“Earnings~~consulting ~~per~~services ~~Share” which requires presentation of both basic~~ and ~~diluted earnings~~maintenance ~~(loss) per share (“EPS”) on the face~~ of the ~~consolidated~~Company’s ~~income~~large ~~statement.~~data ~~Basic~~array ~~EPS~~that iswere ~~computed~~incurred byin ~~dividing~~delivering ~~the loss~~professional ~~available~~services toand ~~common~~maintenance ~~shareholders (numerator) by the weighted average number~~ of ~~shares outstanding (denominator) during~~ the ~~period. Diluted~~Company’s ~~EPS~~large ~~gives~~data ~~effect~~array ~~to all dilutive potential common shares outstanding~~ during the ~~period~~periods ~~using the treasury stock method and convertible preferred stock using the if-converted method~~presented. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants and the exercise of fully vested restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2024 and 2023, the Company had 9,048,072 and 180,390, respectively, common stock equivalents outstanding.

~~F-14~~Convertible Debt and Amortization of Debt Discounts

~~Indemnification~~ The Company has issued various debt instruments with warrants and conversion features for which total proceeds were allocated to individual instruments based on the relative fair value of each instrument at the time of issuance. The relative fair value of the warrants and conversion was recorded as discount on debt and amortized over the term of the respective debt. For the years ended December 31, 2025 and 2024, amortization of debt discount was $2,601,165 and $49,660, respectively and is included in interest expense on the Company’s consolidated statements of operations.

~~The~~Contract Company provides indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of the Company’s software. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against the Company and no liability has been recorded in its consolidated financial statements.Balances

As ~~permitted~~Contract ~~under~~assets ~~Delaware law,~~arise ~~the~~when ~~Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while~~ the ~~officer or~~revenue ~~director~~associated ~~is,~~prior orto ~~was, serving at~~ the Company’s ~~request~~unconditional inright ~~such~~to ~~capacity.~~receive ~~The~~a ~~maximum~~payment ~~potential amount of future payments the Company could be required to make~~ under ~~these~~a ~~indemnification~~contract ~~agreements~~with isa ~~unlimited. In~~customer ~~addition~~(i.e., ~~the~~unbilled ~~Company~~revenue) ~~has~~and ~~directors’~~are ~~and officers’~~derecognized ~~liability~~when ~~insurance~~either ~~coverage~~it ~~that~~becomes isa ~~intended~~receivable toor ~~reduce~~the ~~its~~cash ~~financial~~is ~~exposure~~received. ~~and~~There ~~may~~were ~~enable~~no itcontract toassets ~~recover~~as ~~any~~of ~~payments above~~December ~~the~~31, ~~applicable~~2025 ~~policy~~and ~~retention~~2024.

~~Contingencies~~ Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Contract liabilities were $158,750 and $354,083 as of December 31, 2025 and 2024, respectively.

~~The~~Income Company records a liability when the Company believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible, and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company reviews the developments in its contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company adjusts provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount.Taxes

~~Legal~~The ~~costs~~Company ~~associated~~uses the asset and liability method of accounting for income taxes in accordance with ~~loss~~ ~~contingencies~~ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are ~~accrued~~measured ~~based~~using ~~upon~~enacted ~~legal~~tax ~~expenses~~rates ~~incurred~~expected byto apply to taxable income in the ~~end~~years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the ~~reporting~~results of operations in the period that includes the enactment date.

~~Use~~Valuation allowances are provided if, based upon the weight of ~~Estimates~~available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2025 and 2024, the Company has evaluated available evidence and concluded that the Company may not realize all the benefits of its deferred tax assets; therefore, a valuation allowance has been established for its deferred tax assets.

~~The~~ASC ~~preparation~~Topic of740-10-30 ~~consolidated financial~~clarifies ~~statements~~the inaccounting ~~conformity~~for ~~with~~uncertainty ~~U.S.~~in ~~GAAP~~income ~~requires~~taxes ~~management~~recognized ~~to make estimates and assumptions that affect the amounts reported and disclosed~~ in ~~the~~an ~~consolidated~~enterprise’s financial statements and ~~accompanying~~prescribes ~~notes.~~a ~~The~~recognition ~~Company~~threshold ~~regularly evaluates estimates~~ and ~~assumptions related~~measurement toattribute ~~the allowance~~ for ~~credit losses,~~ the ~~estimated~~financial ~~useful~~statement ~~lives~~recognition and ~~recoverability~~measurement of ~~long-lived~~a ~~assets,~~tax ~~equity~~position ~~component~~taken ofor ~~convertible debt,~~expected ~~stock-based~~to ~~compensation,~~be ~~and~~taken ~~deferred~~in ~~income~~a tax ~~asset valuation allowances~~return. ~~The~~ASC ~~Company~~Topic ~~bases~~740-10-40 ~~its~~provides ~~estimates~~guidance ~~and assumptions~~ on ~~current~~ ~~facts~~derecognition, ~~historical~~classification, ~~experience~~interest and ~~various~~penalties, ~~other~~accounting ~~factors~~in ~~that~~interim itperiods, ~~believes to be reasonable under the circumstances~~disclosure, ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities and the accrual of costs and expenses that are not readily apparent from other sources~~transition. The ~~actual results experienced by the~~ Company ~~may~~has ~~differ~~no ~~materially and adversely from the Company’s estimates. To the extent there are~~ material ~~differences~~uncertain ~~between~~tax ~~the~~positions ~~estimates~~for ~~and~~any ~~the actual results, future results~~ of ~~operations~~the ~~will~~reporting beperiods ~~affected~~presented. ~~Actual results could differ materially from those estimates.~~

~~Recently~~Stock-Based ~~Issued Accounting Pronouncements~~Compensation

~~From~~The ~~time~~Company toaccounts ~~time,~~for ~~new~~stock-based ~~accounting~~compensation ~~pronouncements~~expense ~~are~~in ~~issued~~accordance bywith the ~~Financial~~ ~~Accounting~~authoritative ~~Standards~~guidance ~~Board~~on ~~(“FASB”)~~share-based ~~that~~payments. ~~are~~Under ~~adopted~~the byprovisions of the ~~Company~~guidance, asstock-based ofcompensation ~~the~~expense ~~specified~~is ~~effective~~measured ~~date.~~at Ifthe ~~not~~grant ~~discussed, management~~date ~~believes~~based ~~that~~on the ~~impact~~fair value of ~~recently~~the ~~issued~~option ~~standards,~~or ~~which~~warrant ~~are~~using ~~not~~a ~~yet~~Black-Scholes ~~effective,~~option ~~will~~pricing ~~not~~model ~~have~~and ais ~~material~~recognized ~~impact~~as expense on a straight-line basis over the ~~Company’s~~ ~~consolidated~~requisite ~~financial~~service ~~statements~~period, ~~upon~~which ~~adoption~~is generally the vesting period.

~~In November 2023, the FASB issued ASU 2023~~F-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to enhance the reportable segment disclosures. The guidance requires additional disclosures about significant segment expenses. The guidance is effective for the public companies with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted.14

FThe authoritative guidance also requires that the Company measures and recognizes stock-15based compensation expense upon modification of the term of stock award. The stock-based compensation expense for such modification is accounted for as a repurchase of the original award and the issuance of a new award.

~~Note~~Calculating 4stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. ~~Related~~The ~~Party~~Company ~~Transactions~~estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants. These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each award will convert into a designated number of the Company’s common stock. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the consolidated statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Refer to Note 9, Stockholders’ Equity, for additional detail.

AtLoss ~~December~~Per ~~31, 2024 and 2023, the Company had amounts due to officers in the amount of $149,838.~~Share

~~During~~ ~~September~~The ~~2021~~Company computes earnings (loss) per share in accordance with ASC 260, ~~the Company’s~~“Earnings ~~former~~per ~~CEO~~Share” which requires presentation of both basic and diluted earnings (~~also~~loss) aper ~~significant~~share ~~shareholder~~(“EPS”) ~~advanced~~on ~~$100,000~~the inface ~~cash~~of the consolidated income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the ~~Company~~weighted ~~for~~average ~~short~~number ~~term~~of ~~capital~~shares ~~requirements~~outstanding (denominator) during the period. ~~This~~ ~~amount~~Diluted isEPS ~~non-interest~~gives ~~bearing~~effect to all dilutive potential common shares outstanding during the period using the treasury stock method and ~~payable~~convertible ~~upon~~preferred ~~demand.~~stock ~~The~~using ~~Company~~the ~~had~~if-converted ~~balances~~method. ofIn ~~$67~~computing diluted EPS,~~622~~ ~~included~~the average stock price for the period is used in ~~stockholder~~determining ~~advance~~the onnumber of shares assumed to be purchased from the ~~Company’s~~ ~~consolidated~~exercise ~~balance~~of ~~sheets~~stock asoptions or warrants and the exercise of fully vested restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2025 and 2024, the Company had 54,177,461 and ~~2023~~9,038,072, respectively, common stock equivalents outstanding.

Between January 18, 2024 and July 11, 2024, the Company’s CFO advanced an aggregate $128,479 in cash to the Company for short term capital requirements. As of December 31, 2024, all advanced amounts have been repaid.Indemnification

The ~~above~~Company ~~amounts~~provides ~~and~~indemnification ~~terms are~~of ~~not~~varying ~~necessarily~~scope ~~what~~to certain customers against claims of intellectual property infringement made by third parties ~~would~~arising ~~agree~~from the use of the Company’s software. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against the Company and no liability has been recorded in its consolidated financial statements.

~~Note~~As 5permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. ~~Goodwill~~The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable it to recover any payments above the applicable policy retention.

During the year ended December 31, 2023, the Company determined that the fair value of its goodwill was less than its carrying value. The Company determined the carrying value to be $5,842,433 as of December 31, 2023 and recognized impairment expense $2,524,034.F-15

~~There were no changes to the carrying value of goodwill for the year ended December 31, 2024.~~Contingencies

~~Note~~The 6Company records a liability when the Company believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. ~~Debt~~If the Company determines that a loss is reasonably possible, and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company reviews the developments in its contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company adjusts provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount.

~~Receipt~~Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of ~~CARES~~the ~~funding~~reporting period.

OnUse ~~May 5, 2020, the Company obtained a $293,972 unsecured loan payable through the Paycheck Protection Program (“PPP”), which was enacted as part~~ of the Coronavirus Aid, Relief and Economic Security Act (the “CARES ACT”). The funds were received from Bank of America through a loan agreement pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act and used for payroll costs, rent, mortgage interest, and utility costs during the 24 week period after the date of loan disbursement is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. While the full loan amount may be forgiven, the amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels or less than 60% of the loan proceeds are used for payroll costs. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness period for six months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. In May 2022, the Company was granted an extension on the maturity date of this note until March 5, 2025. The loan was partially forgiven in the amount of $139,596 in September 2022 with the balance remaining due. At December 31, 2024 and 2023, the principal balances on the loan were $27,369 and 90,359, respectively and are included in the Company’s consolidated balance sheets.Estimates

~~Short~~The ~~Term~~preparation ~~Loans~~of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to the allowance for credit losses, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Actual results could differ materially from those estimates.

OnRecently ~~April~~Issued ~~12,~~Accounting 2024, the Company issued a secured promissory note in the face amount of $330,000, in exchange for which it received cash in the amount of $300,000. In addition to the original issue discount of $30,000, the note bears interest at the rate of 5% per annum, was originally due May 10, 2024 and subsequently extended until July 12, 2024 and is secured by all the Company assets. On July 15, 2024, the balance of the promissory note was rolled into a new convertible loan offering.Pronouncements

~~Convertible~~From ~~Loans~~time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

OnIn ~~July~~June 152022, ~~2024,~~ the ~~Company~~ FASB issued anAccounting ~~aggregate~~Standards ~~$1,155,000 in~~Update ~~convertible~~(“ASU”) ~~notes~~2022-03, ~~bearing~~Fair ~~interest~~Value ~~at 10%~~Measurement ~~per~~(Topic ~~annum. The notes mature on December 31~~820), ~~2025~~ ~~and~~“Fair isValue ~~convertible,~~Measurement ~~into the Company’s common stock at a price~~ of ~~$1.43 per~~Equity ~~share,~~Securities ~~subject~~Subject to ~~certain~~Contractual ~~adjustments~~Sale Restrictions, at” ~~the~~which ~~holder’s~~clarifies ~~request. The~~that ~~noteholders~~a ~~and~~contractual ~~certain~~restriction ~~third~~on ~~parties~~the ~~were~~sale ~~also~~of ~~granted~~an ~~detachable 5 year~~equity ~~warrants to~~security ~~purchase~~is annot ~~aggregate~~considered ~~of 4,887,118 shares~~part of the ~~Company’s~~unit ~~common~~of ~~stock~~account atof ~~exercise prices ranging from $1.43 to $1.692 per share. The Company valued~~ the ~~warrants~~equity atsecurity $6and,~~163~~ therefore,~~572 using~~ ~~the~~is ~~Black-Scholes~~not ~~pricing~~considered ~~model. The~~in ~~Company~~measuring ~~has allocated the note proceeds based on relative~~ fair ~~value~~values; ~~and~~it ~~has~~also ~~recorded~~requires ~~the~~additional ~~value of the warrants as a discount to the debt in the amount of $973~~disclosures,~~200. At~~ ~~December~~including ~~31, 2024,~~ the ~~principal~~nature ~~balances were still outstanding~~ and isremaining ~~included~~duration ~~on the Company’s consolidated balance sheets net~~ of ~~discounts~~such ~~at $19,660~~restrictions. The ~~Company~~guidance ~~has~~is ~~accrued~~effective ~~interest~~ for ~~the~~fiscal ~~notes~~years inbeginning ~~the~~after ~~amount~~December of15, ~~$53~~2023,~~950,~~ ~~which~~with isearly ~~included in~~application ~~accounts payable and accrued liabilities on the Company’s consolidated balance sheets~~permitted. The ~~Company~~adoption ~~recognized~~did ~~amortization~~not ~~expense of~~have ~~$19,660~~an ~~during~~impact ~~the~~on ~~year~~its ~~ended~~consolidated ~~December~~financial ~~31, 2024~~statements.

FIn July 2025, the FASB issued ASU 2025-1605, “Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. ASU 2025-05 is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025 with early adoption permitted. The Company has chosen to Adopt this standard as of December 31, 2025. The adoption did not have an impact on its consolidated financial statements.

~~Note~~In 7August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ~~Leases~~The new guidance is intended to simplify the accounting for certain convertible instruments with characteristics of both liability and equity. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after the adoption of this guidance, an entity’s convertible debt instrument will be wholly accounted for as debt. The guidance also expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations by requiring the use of the if-converted method. The guidance was effective for fiscal years beginning after December 15, 2021, and can be adopted on either a fully retrospective or modified retrospective basis.

~~Operating~~The ~~Leases~~Company adopted this standard effective December 31, 2025, using the fully retrospective approach. The adoption did not have an impact on its consolidated financial statements.

~~The Company’s principal executive office in Tampa Florida is under a month~~F-~~to-month arrangement with a base rent of $250 per month.~~16

~~The~~In ~~Company~~March ~~has~~2024, ~~operating~~the ~~leases for~~FASB ~~corporate~~issued ASU 2024-01, ~~business~~“Compensation ~~and~~- ~~technician~~Stock ~~offices.~~Compensation ~~Leases~~(Topic ~~with~~718): aScope ~~probable~~application ~~term~~for ofprofits 12interest ~~months~~and orsimilar ~~less,~~awards” ~~including~~(“ASU ~~month~~2024-~~to-month~~01”). ~~agreements, are~~This ~~not~~update ~~recorded~~adds onan ~~the~~illustrative ~~consolidated~~example ~~balance~~to ~~sheets,~~demonstrate ~~unless~~how ~~the~~an ~~arrangement~~entity ~~includes~~should anapply ~~option~~the toscope ~~purchase~~guidance ~~the~~to ~~underlying~~determine ~~asset,~~whether orprofits ~~an option~~interest toand ~~renew~~similar ~~the~~awards ~~arrangement,~~(“profits ~~that~~interest ~~the~~awards”) ~~Company~~should isbe ~~reasonably~~accounted ~~certain~~for toin ~~exercise~~accordance ~~(short-term~~with ~~leases)~~Topic 718. ~~The~~ASU ~~Company~~2024-01 ~~recognizes~~is ~~lease expense~~effective for ~~these~~fiscal ~~leases~~years onbeginning aafter ~~straight-line~~December ~~bases~~15, ~~over~~2025 or the ~~lease~~interim ~~term.~~period ~~The~~in which the Company’s ~~only~~loses ~~remaining~~emerging ~~lease~~growth company status. Early adoption is ~~month-to-month~~permitted. ~~As a~~ASU ~~practical~~2024-01 ~~expedient,~~should ~~the~~be ~~Company~~applied ~~elected,~~retrospectively ~~for~~to all ~~office~~prior ~~and~~periods ~~facility~~presented ~~leases,~~in ~~not~~the tofinancial ~~separate~~statements ~~non-lease~~or ~~components~~prospectively. ~~(common-area~~The ~~maintenance costs)~~Company ~~from~~has ~~lease~~chosen ~~components~~to ~~(fixed~~adopt ~~payments~~this ~~including~~standard ~~rent)~~for ~~and~~the ~~instead~~year toended ~~account~~December ~~for~~31, ~~each~~2025. ~~separate~~The ~~lease~~adoption ~~component~~did ~~and~~not ~~its~~have ~~associated non-lease~~an ~~components~~impact ason aits ~~single~~consolidated ~~lease~~financial ~~component~~statements.

~~For~~In November 2024, the ~~years~~FASB ~~ended~~issued ~~December 31~~ASU 2024-04, “Debt-Debt with Conversions and Other Options”. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and ~~2023~~interim reporting periods within those annual reporting periods, with early adoption permitted. The Company has chosen to adopt this standard for the ~~components~~year ofended ~~lease~~December ~~expense~~31, ~~were~~2025. asThe ~~follows:~~adoption did not have an impact on its consolidated financial statements.

	For the years ended
	December 31,
	2024		2023
Operating lease cost	$	4,080	$	3,523
Total lease cost	$	4,080	$	3,523

Note 3. Related Party Transactions

As ofAt December 31, ~~2024~~2025 and ~~2023,~~ 2024 the Company ~~has~~had noa ~~additional~~payable ~~operating~~due ~~leases~~to an officer in the amount of $149,838 ~~and~~for nocontract ~~financing~~work ~~leases~~performed prior to becoming an officer.

~~Note~~ 8During September 2021, the Company’s former CEO and shareholder advanced $100,000 in cash to the Company for short term capital requirements. ~~Commitments~~This amount is non-interest bearing and ~~Contingencies~~payable upon demand. As of December 31, 2025, all amounts owed have been remitted. The Company had a balance of $67,622 included in shareholder advance on the Company’s consolidated balance sheets as of December 31, 2024.

In ~~conducting~~Between ~~its~~January ~~business~~18, ~~the~~ ~~Company~~2024 ~~may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred~~ and ~~the~~July ~~amount~~11, ~~can be reasonably estimated. When only a range of possible loss can be established~~2024, the ~~most probable~~Company’s ~~amount~~CFO inadvanced ~~the~~an ~~range~~aggregate ~~is accrued. If no amount within this range is a better estimate than any other amount within the range~~$128,479 ~~the minimum~~in ~~amount~~cash into the ~~range~~Company ~~is accrued. The accrual~~ for ashort ~~litigation~~term ~~loss~~capital ~~contingency~~requirements. ~~might~~As ~~include,~~of ~~for~~December ~~example~~31, ~~estimates of potential damages~~2024, ~~outside~~all ~~legal~~advanced ~~fees~~amounts ~~and~~had ~~other~~been ~~directly related costs expected to be incurred~~repaid.

~~CorProminence~~The ~~d/b/a~~above ~~Core~~amounts IRand v.terms ~~SCWorx~~are not necessarily indicative of what third parties would agree to.

~~AAA~~Note ~~Arbitration~~4. ~~Case~~Intangible ~~01-22-0001-5709~~Assets

As ~~previously~~The ~~disclosed in the~~ Company’s ~~periodic~~capitalizes ~~reports~~costs ~~filed~~associated with ~~the~~software ~~SEC,~~developed onfor ~~April~~internal 25use, ~~2022,~~including ~~the~~payroll ~~Company received a Demand~~ for ~~Arbitration~~employees ~~along~~directly ~~with~~involved ~~a Statement of Claim filed by Core IR with the American Arbitration Association seeking damages~~ in ~~the~~development ~~amount of approximately $190,000. arising out of a marketing~~ and external consulting agreement. The Company filed its answer, affirmative defenses and counterclaims on May 16, 2022. By order of the arbitrator dated November 1, 2022, Core IR received permission to amend its Statement of Claim to increase its request for damages to $257,546. The Company received the final decision of the Arbitrator on October 16, 2023, awarding Core IR $461,856 including unpaid compensation, indemnification for legal fees ~~and costs~~, ~~prevailing~~once ~~party legal fees and interest (~~the ~~“Award”).~~project ~~Core IR~~ has ~~since~~reached ~~obtained a judgement in~~ the ~~amount~~application ofdevelopment ~~approximately~~stage ~~$502,000 (including interest) (“Judgement”) which is included~~ in ~~accounts~~accordance payable and accrued liabilities on the Company’s consolidated balance sheets at December 31, 2023. The Company and Core IR entered into a settlement agreement dated July 12, 2024 under which the Company agreed to issue Core IR shares of its common stock with aASC ~~value of $502,000 (determined based on sales proceeds realized by Core IR), in full and complete satisfaction of the Judgement~~350-40. ~~The~~ Amortization ~~settlement agreement~~ is ~~filed~~computed asusing ~~exhibit 10.5 to~~ the ~~annual report on Form 10~~straight-Kline asmethod ~~filed~~over ~~with~~an ~~the~~estimated ~~SEC~~useful onlife ~~September 24, 2024. On July, 18, 2024, the Company issued 159,776 shares~~ of ~~its~~3–5 ~~common stock in the first tranche of payments under this agreement~~years.

In ~~connection~~During ~~with~~ the ~~Settlement Agreement~~year ended December 31, 2025, the Company ~~and~~capitalized ~~Core~~$20,019 IRin ~~entered~~costs ~~into~~related ato ~~Registration~~new ~~Rights~~software ~~Agreement,~~development. The ~~pursuant~~Company tois ~~which~~still in the ~~Company~~development ~~was~~phase ~~required~~and tothe ~~file~~asset ~~a resale~~has ~~registration~~not ~~statement~~yet ~~with~~been ~~the~~put ~~Commission~~into toservice. ~~register~~Therefore, ~~for~~no ~~resale~~amortization of the ~~shares~~asset ~~issuable~~has ~~upon~~occurred ~~under~~as of the ~~Settlement~~date ~~Agreement~~of asthese ~~described above~~consolidated financial statements.

~~Hadrian Equities Partners, LLC et ano. v. SCWorx Corp,~~F-17

~~Case~~Note No5. ~~22-cv-07096 (JLR) (S.D.N.Y)~~Goodwill

On ~~August~~February 191, ~~2022~~2019, ~~Hadrian Equities Partners, LLC and~~ the ~~Phillip~~Company’s W.shareholders ~~Caprio,~~exchanged ~~Jr.~~all ~~2007~~of ~~Irrevocable~~its ~~Trust~~outstanding ~~filed~~shares ~~a complaint~~ in ~~the~~exchange ~~United States District Court~~ for ~~the~~ ~~Southern~~5,263,158 ~~District~~shares of ~~New~~Alliance ~~York~~common ~~alleging~~stock. ~~that~~Due ~~SCWorx was dilatory and did not comply with its alleged contractual duties~~ to ~~remove~~ the ~~restrictions~~ ~~from Plaintiffs~~Company’s ~~converted~~shareholders ~~AMMA~~acquiring ~~stock to SCWorx stock until August 10 and August 11, 2020. Plaintiffs allege that as~~ a ~~result,~~controlling ~~they~~interest ~~were unable to sell their SCWorx stock when SCWorx was trading at its highest price on April 13, 2020. The Complaint sought $500,000~~ in ~~damages.~~Alliance ~~Plaintiffs~~after ~~filed an Amended Complaint on November 28~~acquisition, ~~2022. On February 6, 2023, SCWorx filed its answer to~~ the ~~Amended~~transaction ~~Complaint~~was ~~interposing~~treated ~~numerous~~as ~~defenses. Plaintiff has since entered into~~ a ~~settlement~~reverse ~~agreement~~merger dated December 1, 2023 (effective as of October 23, 2023) (as amended April 29, 2024), under which the Company agreed to pay Plaintiffs $20,000 and issue them 37,500 shares of common stock, all in full settlement of the claims made in the lawsuit. The Company has accrued for ~~this~~accounting ~~liability which is included in accounts payable and accrued liabilities on the Company’s consolidated balance sheet at December 31~~purposes, ~~2023.~~with ~~The~~SCWorx ~~cash~~being ~~payment was made in July 2024, and~~ the ~~shares~~reporting ~~were issued in May 2024~~company.

~~Contract~~ ~~Commitments~~The acquisition was accounted for under the acquisition method of accounting with an initial goodwill value of $8,366,467. During the year ended December 31, 2023, the Company determined the fair value of its goodwill to be less than its carrying value and recognized impairment expense $2,524,034.

OnThere ~~February~~were 5,no ~~2024,~~changes ~~the Company entered into a 120 day agreement with a registered broker in which it agreed~~ to ~~pay~~the acarrying 6%value ~~commission~~of togoodwill ~~the broker~~ for ~~any capital raised from parties introduced by~~ the ~~broker.~~years ~~Following~~ended ~~the~~December ~~expiration of the first 120 days~~31, ~~the~~2025 ~~Company~~and ~~remains obligated to pay the commission of all capital or debt proceeds received from parties introduced by the broker during the original term of the agreement for a period of time~~2024. ~~These obligations currently expire on or around July 17, 2025.~~

~~Loan~~Note ~~Commitments~~6. Debt

OnReceipt ~~July 15, 2024, the Company issued an aggregate $1,155,000 in senior secured convertible notes. Under these notes, the Company has pledged all assets~~ of ~~the~~CARES ~~Company as collateral. See Note 6. Debt for further details.~~funding

F On May 5, 2020, the Company obtained a $293,972 unsecured loan payable through the Paycheck Protection Program (“PPP”), which was enacted as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES ACT”). The funds were received from Bank of America through a loan agreement pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-1719 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act and used for payroll costs, rent, mortgage interest, and utility costs during the 24 week period after the date of loan disbursement is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. While the full loan amount may be forgiven, the amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels or less than 60% of the loan proceeds are used for payroll costs. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness period for nine months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. In May 2022, the Company was granted an extension on the maturity date of this note until May 5, 2025. The loan was partially forgiven in the amount of $139,569 in September 2022. As of December 31, 2025 and December 31, 2024, the remaining balance was $0 and $27,369, respectively.

~~Note~~Short 9.Term ~~Stockholders’ Equity~~Loans

~~Authorized~~ ~~Shares~~On April 12, 2024, the Company issued a secured promissory note in the face amount of $330,000, in exchange for which it received cash in the amount of $300,000. In addition to the original issue discount of $30,000, the note bears interest at the rate of 5% per annum, was originally due May 10, 2024 and subsequently extended until July 12, 2024 and is secured by all the Company assets. On July 15, 2024, the balance of the promissory note was rolled into a new convertible loan offering.

~~The~~Convertible Company has 45,000,000 Common shares authorized and 5,000,000 preferred shares, of which 900,000 have been designated Series A convertible preferred shares and have been authorized with a par value of $0.001 per share.Loans

On ~~October~~July 615, ~~2023~~2024, ~~following stockholder~~the ~~approval~~Company issued an aggregate $1,155,000 in convertible notes bearing interest at 10% per annum. The notes mature on December 31, 2025 and are convertible into the Company’s ~~annual~~common ~~meeting~~stock at a price of $1.43 per share, subject to certain adjustments, at the ~~Company~~holder’s ~~amended~~request. ~~its~~The ~~certificate~~noteholders ofand ~~incorporation~~certain third parties were also granted detachable 5 year warrants to ~~implement~~purchase aan 1aggregate ~~for 15~~of ~~reverse~~4,887,118 ~~split~~shares of ~~its~~the Company’s common stock at exercise prices ranging from $1.43 to $1.692 per share. The ~~effect~~Company ofvalued the ~~reverse~~warrants ~~stock~~at ~~split~~$6,163,572 ~~was~~using tothe ~~combine~~Black-Scholes ~~every~~pricing 15model. ~~shares~~The Company has recorded the value of ~~outstanding~~the ~~common~~warrants ~~stock into~~as ~~one~~a ~~share~~discount ofto ~~common~~the ~~stock~~debt in the amount of $973,200. The ~~reverse~~notes ~~stock~~and ~~split~~warrants ~~was~~included ~~effective~~in atthis ~~the~~offering ~~opening~~contain beneficial ownership limitations as to each holder of ~~the~~4.99% ~~trading~~as ~~day~~well onas ~~October~~anti-dilution 11provisions. As of December 31, ~~2023~~2025, all principal amounts had been repaid. ~~The effects~~As of December 31, 2024, the ~~reverse~~full ~~stock~~$1,155,000 ~~split~~in ~~have~~principal ~~been~~was ~~reflected~~outstanding and is included in ~~this~~convertible ~~Annual~~loans ~~report~~payable, onnet ~~form~~of ~~10/K~~discounts ~~for~~on ~~all~~the ~~periods~~Company’s ~~presented~~consolidated balance sheets.

~~Issuance of Shares for Vested Restricted Stock Units~~F-18

~~March~~ 27On January 21, ~~2024~~2025, the Company issued an aggregate $1,~~667~~500,000 in convertible notes bearing interest at 10% per annum. The notes mature on January 21, 2027 and are convertible into the Company’s common stock at a price of $1.25 per share, subject to certain adjustments, at the holder’s request. The noteholders and certain third parties were also granted detachable 5 year warrants to purchase an aggregate of 7,256,364 shares of the Company’s common stock at exercise prices ranging from $1.25 to $1.65 per share. The Company valued the warrants at $11,422,792 using the Black-Scholes pricing model. The Company has recorded the value of the warrants as a discount to the debt in the amount of $1,385,000. Additionally, the Company recorded debt issuance costs of $115,000 as a discount to the debt. The notes and warrants included in this offering contain beneficial ownership limitations as to each holder of ~~fully~~4.99% ~~vested~~as ~~restricted~~well ~~stock~~as ~~units~~anti-dilution provisions. At December 31, 2025, $35,714 of the principal balances remain outstanding and are included on the Company’s consolidated balance sheets net of discounts at $1,539.

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