SCWorx (WORX) Completes $938K Private Placement with Warrants

What Happened

• SCWorx Corp. (ticker: WORX) announced it closed a private placement on September 16, 2026, selling 350,000 shares of common stock together with warrants to purchase up to 350,000 additional shares for aggregate gross proceeds of $938,000. The financing was made under a Securities Purchase Agreement with ten accredited investors and the sales were unregistered (private placement).

Key Details

• Purchase terms: 350,000 Shares sold together with one Warrant per Share at a combined price of $2.68 per Share+Warrant; gross proceeds $938,000. Closing date: September 16, 2026.
• Warrants: exercisable immediately, expire five years after initial exercise, exercis e price $2.56 per share, cashless exercise allowed if resale registration is not available; anti-dilution and customary fundamental-transaction protections included.
• Registration and restrictions: Company agreed to file a Form S-3 to register resale of Warrant Shares within 30 days and use commercially reasonable efforts to have it effective within 60 days (90 days if SEC review). Company agreed to a 90-day issuance lock-up (with some exceptions) and to hold proceeds in a segregated account for 90 days.
• Nasdaq contingency: If WORX stock does not resume trading on Nasdaq by October 31, 2026, or Nasdaq issues a delisting letter before that date, each purchaser may require rescission of its purchase and a refund within specified short timeframes.
• Placement agent: Dawson James Securities engaged via a letter agreement dated September 14, 2026 (12-month term). Compensation includes 9.99% of post-closing outstanding shares as fee shares (49,860 shares), up to $50,000 expense reimbursement, and cash fees of 5% of gross proceeds for this placement (6% on subsequent offerings during the term).

Why It Matters

• This financing provides SCWorx with near-term liquidity of $938,000 (before expenses), which may support operations or strategic plans. The attached warrants could dilute existing shareholders if exercised. The company’s obligation to register the warrant shares and the Nasdaq-related rescission clause are important protections for investors and affect the likelihood of secondary-market resale.
• Placement agent fees (both shares and cash) are material to shareholders because they increase dilution and reduce net proceeds. Investors should watch for the S-3 registration filing and any Nasdaq developments (resumption of trading or delisting notices) that could trigger rescission rights.