As filed with the Securities and Exchange Commission on January 8, 2026 Registration No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCWORX CORP. (Exact Name of Registrant As Specified In Its Charter) Delaware 7374 47-5412331 (State Or Other Jurisdiction Of Incorporation Or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 35 VILLAGE RD., SUITE ...

New York, NY, Dec. 17, 2025 (GLOBE NEWSWIRE) -- SCWorx Corp. (Nasdaq: WORX), a provider of healthcare data management and interoperability solutions, today announced that it has entered into a new customer agreement with a Midwest-based academic hospital organization with approximately 500 beds. The customer selected SCWorx to support certain healthcare data cleanse and enrichment services for assistance with Workday initiatives. The agreement provides for the use of SCWorx solutions to assist with improvin ...

Core Insights - SCWorx Corp. has announced a new partnership with a leading healthcare supply chain partner, enhancing its SaaS data management program [1] - The partner offers an AI-powered solution that automates payment processes and supply chain management, aiming to optimize performance and reduce administrative waste [2] - SCWorx's CEO, Tim Hannibal, emphasized that partnerships are crucial for the company's growth strategy and expanding its market presence [3] Company Overview - SCWorx provides a suite of software-as-a-service data management solutions tailored for healthcare providers, focusing on accuracy, cost savings, and operational efficiency [4] - The company's solutions include various modules such as Virtual Item Master, data cleansing, contract management, and data analytics, creating a comprehensive data governance platform for healthcare providers [4]

Revenue Performance - Revenue for the three months ended September 30, 2025 was $705,799, a decrease of 7.1% compared to $759,724 for the same period in 2024, primarily due to the expiration and non-renewal of certain customer contracts [138]. - For the nine months ended September 30, 2025, revenue was $2,108,730, a decrease of 8.9% from $2,313,850 for the same period in 2024, again due to contract expirations and non-renewals [145]. Cost of Revenues - Cost of revenues decreased to $453,872 for the three months ended September 30, 2025, down 27.5% from $627,148 in the same period of 2024, attributed to staffing reductions and lower cloud hosting costs [139]. - Cost of revenues for the nine months ended September 30, 2025 was $1,539,523, down 10.8% from $1,726,314 in 2024, resulting from staffing decreases and reduced cloud hosting expenses [146]. Operating Expenses - Operating expenses decreased by $135,290 to $390,784 for the three months ended September 30, 2025, compared to $526,074 in 2024, mainly due to reductions in legal and professional fees [140]. - Operating expenses for the nine months ended September 30, 2025 decreased to $1,335,588 from $1,466,637 in 2024, a reduction of $131,049, primarily due to lower legal and professional fees [147]. Net Loss - Net loss for the three months ended September 30, 2025 was $1,312,539, compared to a net loss of $424,963 for the same period in 2024, reflecting a significant increase in losses [142]. - The company reported a net loss of $3,694,927 for the nine months ended September 30, 2025, compared to a net loss of $940,935 for the same period in 2024, indicating a substantial increase in losses [149]. Other Expenses - Other expenses increased significantly to $2,928,546 for the nine months ended September 30, 2025, compared to $61,834 in 2024, largely due to new interest-bearing convertible notes and amortization of note discounts [148]. Financing Activities - Cash provided by financing activities was approximately $1,992,175 for the nine months ended September 30, 2025, significantly higher than $946,090 in 2024, driven by proceeds from loans and warrant exercises [154]. Company Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide detailed market risk information [162].

Core Points - SCWorx Corp has received a 180-day extension from Nasdaq to regain compliance with the minimum bid price requirement, now having until April 6, 2026 [1][2] - The company must close at or above $1.00 per share for at least ten consecutive business days to confirm compliance [2] - Nasdaq's determination is based on the company meeting other listing requirements, except for the bid price [3] Company Overview - SCWorx is a software-as-a-service company focused on data management solutions for healthcare providers, utilizing machine learning and artificial intelligence [6] - The company's solutions include modules for data cleansing, contract management, automated rebate management, and data analytics, aimed at improving operational efficiency and cost savings for healthcare providers [6]

Core Insights - SCWorx Corp. has renewed its agreement with a healthcare partner for a new three-year term, with a contract value increase of 113% compared to the previous term, totaling approximately $1,692,000 over three years [1][2] Company Overview - SCWorx is a provider of healthcare data management solutions, offering a suite of software-as-a-service-based solutions that integrate various modules to ensure accuracy, cost savings, operational efficiency, and reliable reporting [3] - The company's solutions include Virtual Item Master, data cleanse and normalization, contract management, automated rebate management, and data analytics modules, creating a single source for healthcare data governance and analytics [3] Partnership Significance - The renewal of the partnership highlights the long-term trust established with the healthcare partner, reflecting the measurable value of SCWorx's solutions in enhancing efficiency and data integrity [2][3] - The partner has also doubled the amount of data processed with SCWorx, indicating the scalability and impact of the platform [2] Growth Strategy - Partnerships are a critical component of SCWorx's growth strategy, with the renewal demonstrating the durability of customer relationships and the benefits of the partner program [3]

Core Insights - iBusiness announced that SBA WORX has selected LenderAI as its loan origination and processing technology platform, enhancing transparency and efficiency in the lending service provider ecosystem [1][2][4] Company Overview - iBusiness Funding specializes in providing lending solutions for banks and lenders, focusing on SBA lending programs and processing over $7 billion in SBA loans [6] - SBA WORX is a specialized Lender Service Provider that supports financial institutions with the full lifecycle of SBA 7(a) lending [8] Technology Adoption - The adoption of LenderAI allows LSPs to deliver faster, more accurate, and scalable lending services, automating critical components of the loan origination process [2][4] - LenderAI has processed over $7 billion in SBA loans and more than $4 billion in conventional SMB loans, showcasing its effectiveness in the market [3] Client Benefits - Clients of SBA WORX, such as Arlo Bank, report improved customer experience and data accuracy due to the innovative technology provided by LenderAI [3] - The platform's features include integrations with third-party credit and identity data sources, end-to-end process transparency, and advanced automation tools [3][4] Market Position - LenderAI is recognized as a leading technology solution for SBA lending and has expanded its capabilities to support personal credit products, indicating its versatility in the SMB financing ecosystem [3]

Core Insights - SCWorx Corp. has appointed Anders Ohlsson as the new Chief Technology Officer, emphasizing its commitment to enhancing its data management and software solutions for the healthcare sector [1][3] Company Overview - SCWorx is a provider of software-as-a-service-based data management solutions tailored for healthcare providers, offering a comprehensive suite of modules that ensure accuracy, cost savings, operational efficiency, and reliable reporting [4] Leadership Appointment - Anders Ohlsson brings over 25 years of experience in software engineering, cloud infrastructure, and machine learning applications, previously holding senior roles at WideOrbit [2] - As CTO, Ohlsson will lead the technology strategy, product development roadmap, and innovation initiatives at SCWorx [3] Strategic Focus - The appointment of Ohlsson comes at a crucial time as SCWorx aims to expand its capabilities in data management, data cleansing, system integration, and analytics to address the complex operational challenges faced by healthcare organizations [3]

Core Insights - SCWorx Corp. has entered into a new agreement with a leading healthcare supply chain partner to enhance its SaaS data management program [1][3] - The partner specializes in healthcare supply chain consulting, focusing on cost savings and optimizing spend management for hospitals [2][3] Company Overview - SCWorx provides a suite of software-as-a-service data management solutions tailored for healthcare providers, ensuring accuracy, cost savings, operational efficiency, and reliable reporting [4] - The company's solutions include modules for data cleansing, contract management, automated rebate management, and data analytics, creating a comprehensive data governance platform for healthcare providers [4] Partnership Details - The new partner is recognized for driving measurable savings by vetting vendors and leveraging billions in spend through strategic purchasing across all 50 states [3] - SCWorx's data cleanse, normalization, and enrichment services were key factors in the partner's decision to collaborate, aiming to enhance their product offerings and deliver additional value to healthcare customers [3]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited condensed consolidated financial statements for SCWorx Corp. as of June 30, 2025, and December 31, 2024, are presented [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20consolidated%20balance%20sheets%20as%20of%20June%2030%2C%202025%20(unaudited)%20and%20December%2031%2C%202024%20(audited)) Balance sheets show increased total assets from cash and receivables, decreased total liabilities, and higher stockholders' equity | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cash | $340,209 | $106,654 | +$233,555 | | Accounts receivable, net | $412,216 | $372,716 | +$39,500 | | Total current assets | $803,500 | $503,378 | +$300,122 | | Total assets | $6,645,933 | $6,345,811 | +$300,122 | | Total current liabilities | $1,187,640 | $1,836,549 | -$648,909 | | Total liabilities | $1,195,587 | $1,856,209 | -$660,622 | | Total stockholders' equity | $5,450,346 | $4,489,602 | +$960,744 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20condensed%20consolidated%20statements%20of%20operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) SCWorx reported increased net losses for both the three and six months ended June 30, 2025, driven by higher interest expense and debt discount amortization | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $682,632 | $742,027 | $1,402,931 | $1,554,126 | | Gross profit | $180,417 | $246,326 | $317,280 | $454,960 | | Loss from operations | $(293,527) | $(307,147) | $(627,524) | $(485,603) | | Interest expense | $(1,534,454) | $(30,166) | $(1,676,760) | $(30,369) | | Net loss | $(1,906,085) | $(337,313) | $(2,382,388) | $(515,972) | | Net loss per share, basic and diluted | $(0.46) | $(0.26) | $(0.78) | $(0.41) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Unaudited%20condensed%20consolidated%20statements%20of%20changes%20in%20stockholders%27%20equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025) Stockholders' equity increased for the six months ended June 30, 2025, primarily from common stock and additional paid-in capital | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Common stock shares outstanding | 6,420,558 | 1,859,525 | | Common stock ($) | $6,420 | $1,859 | | Additional paid-in capital | $38,802,340 | $35,463,769 | | Accumulated deficit | $(33,358,454) | $(30,976,066) | | Total stockholders' equity | $5,450,346 | $4,489,602 | - Shares issued for conversion of convertible loans and interest totaled **3,959,783 shares**, contributing **$1,596,122** to additional paid-in capital for the six months ended June 30, 2025[22](index=22&type=chunk) - Issuance of warrants in conjunction with convertible loans added **$1,385,000** to additional paid-in capital for the six months ended June 30, 2025[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20condensed%20consolidated%20statements%20of%20cash%20flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) For the six months ended June 30, 2025, SCWorx saw a net increase in cash, driven by financing activities offsetting operating cash use | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(1,056,454) | $(340,305) | | Net cash from investing activities | $0 | $0 | | Net cash provided by financing activities | $1,290,009 | $266,133 | | Net increase (decrease) in cash | $233,555 | $(74,172) | | Cash, end of period | $340,209 | $17,264 | - Non-cash financing activities included **$1,596,122** for shares issued for conversion of convertible loans and interest, and **$1,385,000** for warrants issued in conjunction with convertible loans for the six months ended June 30, 2025[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20unaudited%20condensed%20consolidated%20financial%20statements) These notes provide detailed information supporting the unaudited condensed consolidated financial statements, covering business, liquidity, policies, and debt [Note 1. Description of Business](index=11&type=section&id=Note%201.%20Description%20of%20Business) SCWorx Corp. provides health information technology solutions and services, focusing on data content, repair, normalization, and analytics for healthcare providers - SCWorx offers health information technology solutions and services for healthcare providers, specializing in data content, repair, normalization, interoperability, and big data analytics[30](index=30&type=chunk)[31](index=31&type=chunk) - The company's software platform improves healthcare processes by simplifying and organizing data, enabling interoperability, and providing a basis for sophisticated data analytics[31](index=31&type=chunk) - Solutions are delivered as Software-as-a-Service (SaaS) over typical three-to-five-year contracted terms, hosted in SCWorx data centers (AWS or RackSpace)[34](index=34&type=chunk) [Note 2. Liquidity and Going Concern](index=12&type=section&id=Note%202.%20Liquidity%20and%20Going%20Concern) SCWorx has incurred recurring operating losses and a significant accumulated deficit, raising substantial doubt about its ability to continue as a going concern - The Company incurred a net loss of **$2,382,388** for the six months ended June 30, 2025, and an accumulated deficit of **$33,358,454** as of June 30, 2025[36](index=36&type=chunk) - Recurring losses and expected continued cash outflows from operations indicate substantial doubt about the Company's ability to continue as a going concern within one year[36](index=36&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=12&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the condensed consolidated financial statements, covering basis of presentation, revenue, and debt - The financial statements are prepared in accordance with U.S. GAAP and SEC regulations, and include all normal recurring accruals and adjustments[37](index=37&type=chunk)[39](index=39&type=chunk) - Revenue recognition follows ASC Topic 606, identifying distinct performance obligations and recognizing revenue as services are rendered or ratably over contract terms[49](index=49&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[57](index=57&type=chunk) | Customer | Revenue % (6 Months Ended June 30, 2025) | Accounts Receivable % (June 30, 2025) | Accounts Receivable % (December 31, 2024) | | :--------- | :--------------------------------------- | :------------------------------------ | :---------------------------------------- | | Customer A | 16% | 15% | 3% | | Customer B | 14% | 16% | 41% | | Customer C | 20% | 34% | 37% | [Note 4. Debt](index=19&type=section&id=Note%204.%20Debt) SCWorx's debt primarily consists of convertible notes issued in July 2024 and January 2025, totaling $2,655,000, with warrants issued in conjunction - The CARES Act PPP loan balance was reduced to **$0** as of June 30, 2025, from **$27,369** at December 31, 2024, following partial forgiveness and maturity extension[81](index=81&type=chunk) - Issued **$1,155,000** in convertible notes on July 15, 2024, bearing **10% interest**, convertible at **$1.43/share**, with detachable 5-year warrants for **4,887,118 shares**[83](index=83&type=chunk) - Issued **$1,500,000** in convertible notes on January 21, 2025, bearing **10% interest**, convertible at **$1.25/share**, with detachable 5-year warrants for **7,256,364 shares**[84](index=84&type=chunk) - Amortization expense on debt discounts was **$1,379,532** for the three months and **$1,458,243** for the six months ended June 30, 2025, significantly higher than the **$30,000** for the same periods in 2024[85](index=85&type=chunk)[62](index=62&type=chunk) [Note 5. Leases](index=20&type=section&id=Note%205.%20Leases) SCWorx primarily operates under a month-to-month lease for its principal executive office and has no other operating or financing leases - The Company's principal executive office is under a month-to-month arrangement with a base rent of **$250 per month**[86](index=86&type=chunk) | Lease Cost | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease cost | $1,011 | $1,198 | $2,203 | $2,133 | [Note 6. Commitments and Contingencies](index=20&type=section&id=Note%206.%20Commitments%20and%20Contingencies) SCWorx is involved in legal proceedings, faces a Nasdaq minimum bid price deficiency, and has pledged assets as collateral for loans - A legal settlement with Core IR for approximately **$502,000** (including interest) is being satisfied by issuing common stock; **501,250 shares** have been issued, with a balance of **$283,906** owed at December 31, 2024[90](index=90&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The Company received a Nasdaq notification for failing to meet the minimum **$1** bid price requirement, with a compliance period until October 7, 2025; a reverse stock split may be implemented if compliance is not regained[91](index=91&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The Company has pledged all its assets as collateral for **$2,655,000** in senior secured convertible notes issued between July 2024 and January 2025[97](index=97&type=chunk) [Note 7. Stockholders' Equity](index=22&type=section&id=Note%207.%20Stockholders%27%20Equity) SCWorx's stockholders' equity saw significant activity, including common stock issuance for legal settlements and convertible note conversions, and warrant issuance - As of June 30, 2025, the Company had **45,000,000** authorized common shares and **900,000** Series A convertible preferred shares[98](index=98&type=chunk) - Between March and May 2025, the Company issued **601,250 shares** of common stock for legal settlements, valued at **$362,010**[100](index=100&type=chunk)[101](index=101&type=chunk)[22](index=22&type=chunk) - Between February and June 2025, the Company issued **3,959,783 shares** of common stock for the conversion of **$1,426,071** in principal and **$170,051** in interest from convertible notes[103](index=103&type=chunk)[105](index=105&type=chunk)[22](index=22&type=chunk) - On January 21, 2025, warrants to purchase **7,256,364** common shares were issued in conjunction with convertible notes, valued at **$11,422,792** using the Black-Scholes model[106](index=106&type=chunk) | Warrant Grants | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Number of shares subject to warrants | 43,907,807 | 8,915,798 | | Weighted average exercise price per share | $0.41 | $0.92 | [Note 8. Net Loss per Share](index=26&type=section&id=Note%208.%20Net%20Loss%20per%20Share) Basic and diluted net loss per share are computed based on net loss and weighted average common shares outstanding, excluding anti-dilutive securities - Basic and diluted net loss per share for the six months ended June 30, 2025, was **$(0.78)**, compared to **$(0.41)** for the same period in 2024[19](index=19&type=chunk) | Security Type | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | | Stock options | 0 | 3,333 | | Warrants | 43,907,807 | 9,101 | | Restricted stock units | 122,274 | 163,996 | | Total common stock equivalents | 44,030,081 | 176,430 | [Note 9. Related Party Transactions](index=26&type=section&id=Note%209.%20Related%20Party%20Transactions) SCWorx has a payable to an officer for contract work, and a shareholder advance was fully remitted by June 30, 2025 - As of June 30, 2025, the Company had a payable of **$149,838** to an officer for contract work performed prior to becoming an officer[114](index=114&type=chunk) - A shareholder advance of **$67,622** outstanding at December 31, 2024, was fully remitted by June 30, 2025[115](index=115&type=chunk) [Note 10. Income Tax Provision](index=28&type=section&id=Note%2010.%20Income%20Tax%20Provision) SCWorx uses the asset and liability method for income taxes and has a full valuation allowance against deferred tax assets due to realization uncertainty - The Company has federal net operating loss carryforwards of approximately **$41.2 million** (June 30, 2025) and **$39.9 million** (December 31, 2024)[120](index=120&type=chunk) - State loss carryforwards were approximately **$20.5 million** (June 30, 2025) and **$19.3 million** (December 31, 2024)[120](index=120&type=chunk) - A full valuation allowance of approximately **$13,020,000** (June 30, 2025) and **$12,378,000** (December 31, 2024) has been established against deferred tax assets due to uncertainty of realization[121](index=121&type=chunk) [Note 11. Segment Reporting](index=28&type=section&id=Note%2011.%20Segment%20Reporting) SCWorx operates as a single reportable segment in health information technology solutions and services within the United States - The Company operates in a single segment: health information technology solutions and services, located solely in the United States[123](index=123&type=chunk)[124](index=124&type=chunk) - The Chief Executive Officer, as the Chief Operating Decision Maker, manages business activities as a single segment and uses consolidated profit and loss to evaluate performance[125](index=125&type=chunk) [Note 12. Subsequent Events](index=29&type=section&id=Note%2012.%20Subsequent%20Events) Subsequent to June 30, 2025, SCWorx issued common shares for convertible loan conversions, and a broker commission obligation expired - Between July 2, 2025, and August 6, 2025, the Company issued **1,460,534 shares** of common stock for the conversion of **$518,143** in principal and accrued interest on convertible loans[128](index=128&type=chunk) - A contract commitment with a registered broker for a **6%** commission on capital raised expired around July 17, 2025[129](index=129&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses SCWorx's financial condition, highlighting decreased revenue, increased net losses from higher interest expenses, and ongoing liquidity concerns [Corporate Information](index=30&type=section&id=Corporate%20Information) SCWorx Corp. was formed through a series of mergers and name changes, originating from SCWorx, LLC in 2016 - SCWorx Corp. was formed through a series of corporate transactions, including the merger of SCW LLC into SCWorx Acquisition Corp. in 2018, and the subsequent acquisition by Alliance MMA, Inc. in 2019, which then changed its name to SCWorx Corp[29](index=29&type=chunk)[131](index=131&type=chunk) [Our Business](index=30&type=section&id=Our%20Business) SCWorx provides health information technology solutions and services to healthcare providers, focusing on data normalization, interoperability, and big data analytics - SCWorx offers health information technology solutions and services for healthcare providers, specializing in data content, repair, normalization, interoperability, and big data analytics[132](index=132&type=chunk)[133](index=133&type=chunk) - The company's software platform aims to improve information flow, achieve supply chain cost reductions, decrease accounts receivables aging, and accelerate accurate billing[133](index=133&type=chunk) - Solutions are delivered via a Software-as-a-Service (SaaS) model, typically under three-to-five-year contracts, and sold through direct sales and strategic partnerships[137](index=137&type=chunk) [Results of Operations – Three Months Ended June 30, 2025 vs. 2024](index=32&type=section&id=Results%20of%20Operations%20%E2%80%93%20Three%20months%20ended%20June%2030%2C%202025%20as%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024) For the three months ended June 30, 2025, SCWorx experienced decreased revenue and increased net loss, primarily due to higher other expenses | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Difference | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | | Revenue | $682,632 | $742,027 | $(59,395) | | Cost of revenues | $502,215 | $495,701 | $6,514 | | Operating expenses | $473,944 | $553,473 | $(79,529) | | Other expense | $(1,612,558) | $(30,166) | $(1,582,392) | | Net loss | $(1,906,085) | $(337,313) | $(1,568,772) | - Revenue decreased by **$59,395**, primarily due to the expiration and non-renewal of certain customer contracts[139](index=139&type=chunk) - Other expenses increased significantly by **$1,582,392**, mainly due to the issuance of new interest-bearing convertible notes and the amortization of note discounts[142](index=142&type=chunk) [Results of Operations – Six Months Ended June 30, 2025 vs. 2024](index=32&type=section&id=Results%20of%20Operations%20%E2%80%93%20Six%20months%20ended%20June%2030%2C%202025%20as%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024) For the six months ended June 30, 2025, SCWorx reported decreased revenue and a substantial increase in net loss, driven by higher other expenses | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Difference | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | | Revenue | $1,402,931 | $1,554,126 | $(151,195) | | Cost of revenues | $1,085,651 | $1,099,166 | $(13,515) | | Operating expenses | $944,804 | $940,563 | $4,241 | | Other expense | $(1,754,864) | $(30,369) | $(1,724,495) | | Net loss | $(2,382,388) | $(515,972) | $(1,866,416) | - Revenue decreased by **$151,195**, primarily due to the expiration and non-renewal of certain customer contracts[146](index=146&type=chunk) - Other expenses increased significantly by **$1,724,495**, mainly due to the issuance of new interest-bearing convertible notes and the amortization of note discounts[149](index=149&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) SCWorx's cash position improved for the six months ended June 30, 2025, due to financing activities offsetting operating cash use | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(1,056,454) | $(340,305) | | Net cash from investing activities | $0 | $0 | | Net cash provided by financing activities | $1,290,009 | $266,133 | | Change in cash | $233,555 | $(74,172) | - Cash used in operating activities increased to approximately **$1,056,000** in 2025, mainly due to the net loss of **$2,382,000**, partially offset by non-cash adjustments like amortization of debt discount (**$1,458,000**)[152](index=152&type=chunk) - Cash provided by financing activities was approximately **$1,290,000** in 2025, primarily from proceeds from loans payable (**$1,385,000**)[155](index=155&type=chunk) [Liquidity and Going Concern](index=36&type=section&id=Liquidity%20and%20Going%20Concern) SCWorx faces substantial doubt about its ability to continue as a going concern due to recurring losses and insufficient capital, and is addressing a Nasdaq bid price deficiency - Recurring operating losses and insufficient capital resources raise substantial doubt about the Company's ability to continue as a going concern[157](index=157&type=chunk) - Nasdaq notified the Company of a minimum bid price deficiency, with a compliance period until October 7, 2025; a reverse stock split is planned if compliance is not regained[158](index=158&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) As of June 30, 2025, and December 31, 2024, SCWorx did not have any off-balance sheet arrangements - The Company did not have any off-balance sheet arrangements as of June 30, 2025, and December 31, 2024[162](index=162&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, SCWorx is not required to provide quantitative and qualitative disclosures about market risk - SCWorx is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[163](index=163&type=chunk)[3](index=3&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that SCWorx's disclosure controls were not effective as of June 30, 2025, due to internal control deficiencies, with no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that SCWorx's disclosure controls and procedures were not effective as of June 30, 2025, due to internal control deficiencies - Disclosure Controls were not effective as of June 30, 2025, due to deficiencies in the design of internal controls and lack of segregation of duties[164](index=164&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were no material changes in SCWorx's internal control over financial reporting during the three and six months ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the three and six months ended June 30, 2025[166](index=166&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) SCWorx accrues liabilities for probable and estimable legal losses and is involved in an arbitration case with Core IR, settling a judgment via common stock [CorProminence d/b/a Core IR v. SCWorx](index=38&type=section&id=CorProminence%20d%2Fb%2Fa%20Core%20IR%20v.%20SCWorx) SCWorx is settling a **$502,000** judgment from an arbitration award to Core IR by issuing common stock, with **501,250 shares** issued as of May 21, 2025 - An arbitration award of **$461,856** to Core IR, which grew to approximately **$502,000** with interest, is being settled by issuing common stock[169](index=169&type=chunk) - As of May 21, 2025, the Company issued **159,776**, **191,250**, **230,000**, and **180,000 shares** of common stock in tranches to satisfy the settlement[169](index=169&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, SCWorx is not required to provide specific risk factor disclosures under this item - SCWorx is a smaller reporting company and is not required to provide risk factor information under this item[170](index=170&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) SCWorx has not sold any unregistered equity securities since the beginning of the six-month period ended June 30, 2025, that were not previously reported - No unregistered sales of equity securities have occurred since the beginning of the six-month period ended June 30, 2025, that were not previously reported[171](index=171&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to SCWorx for the reporting period - This item is not applicable[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to SCWorx for the reporting period - This item is not applicable[173](index=173&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) There is no other information to report under this item - No other information to report[174](index=174&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including corporate documents, certifications, and XBRL data files [Exhibit Index](index=39&type=section&id=Exhibit%20Index) The exhibit index details various documents filed, such as the Certificate of Incorporation, By-laws, CEO and CFO certifications, and Inline XBRL documents - Key exhibits include Certificate of Incorporation, Amended and Restated By-laws, CEO and CFO certifications (Section 302 and 1350), Clawback Policy, and Inline XBRL documents[177](index=177&type=chunk) [Signatures](index=40&type=section&id=Signatures) The report is duly signed on behalf of SCWORX CORP. by its President and Chief Executive Officer, Timothy A. Hannibal, and its Chief Financial Officer, Christopher J. Kohler, on August 14, 2025 - The report was signed by Timothy A. Hannibal, President and Chief Executive Officer, and Christopher J. Kohler, Chief Financial Officer, on August 14, 2025[181](index=181&type=chunk)[183](index=183&type=chunk)