UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): December 22, 2023

 

SCWORX CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-37899		47-5412331
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

590 Madison Avenue, 21st Floor

New York, New York 10022

(Address of Principal Executive Offices)

 

(844) 472-9679

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

Termination of Merger Agreement

 

On December 22, 2023, SCWorx entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with American Environmental. The material terms of the proposed merger were disclosed in the Form 8-K filed December 26, 2023.

 

On March 26, 2024, the parties agreed by mutual consent to terminate the Merger Agreement.

 

Therefore, the previously proposed merger will not take place, and SCWorx and American Environmental will each continue to operate as separate and independent businesses.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 29, 2024

 

	SCWorx Corp.
	By:	/s/ Timothy A. Hannibal
	Name:	Timothy A. Hannibal
	Title:	Chief Executive Officer

 

 

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