SCWorx Files 8-K After Nasdaq Panel Moves to Delist Its Common Stock

What happened

SCWorx Corp. (Nasdaq: WORX) disclosed in a Form 8-K filed September 23, 2026 that the Nasdaq Hearings Panel issued a written decision on September 17, 2026 to delist the company's common stock from The Nasdaq Capital Market. The company said it received the decision that day.

According to the filing, the panel concluded that SCWorx had failed to comply with the terms of an earlier panel decision dated June 17, 2026. That June decision had given the company an exception to regain compliance with Nasdaq's minimum bid price requirement, on the condition that it obtain shareholder approval for and carry out a reverse stock split and then show a closing bid price of at least $1.00 per share for at least 20 consecutive trading days.

The filing states that SCWorx met those conditions: it effected a 1-for-12 reverse stock split on August 3, 2026, and had a closing bid price at or above $1.00 per share for the 20 consecutive trading days ended August 31, 2026.

The problem came after that. On September 2, 2026, Nasdaq's Listing Qualifications Staff issued what the filing calls an Additional Staff Determination Letter, telling the company that the reverse split had pushed the number of its publicly held shares below the 500,000 minimum required by Nasdaq Listing Rule 5550(a)(4). Under Nasdaq Listing Rule 5810(c)(3)(A), because the split had been taken to fix the bid price problem and had itself caused a publicly held shares shortfall, the company would not be treated as having regained bid price compliance until it cured the share-count deficiency and then held a closing bid price of at least $1.00 for at least 10 consecutive trading days, all by October 5, 2026. SCWorx submitted an updated compliance plan to the panel on September 9, 2026.

The panel's September 17 decision said SCWorx had not complied with the terms of the June decision because the reverse split caused the public float to fall below the rule's minimum, and that the panel was not persuaded the updated plan offered a reasonable likelihood of regaining compliance with both rules by October 5, 2026. The decision states Nasdaq will complete the delisting by filing a Form 25 with the SEC after applicable appeal periods lapse.

The offering and the reconsideration request

SCWorx says the panel's decision did not account for a private placement that closed on September 16, 2026 — one day before the decision. Per the filing, that placement covered 350,000 shares of common stock plus warrants to purchase 350,000 shares, and it was disclosed in a separate Form 8-K filed September 22, 2026.

The company states that this placement, together with existing holders exercising warrants for 50,000 shares and the issuance of 49,860 shares to the placement agent, brought total new issuances to 449,860 shares. On that basis, SCWorx says it believes it now has more than 500,000 publicly held shares and has cured the deficiency under the Publicly Held Shares Rule.

On September 18, 2026, the company filed a formal Request for Reconsideration with the panel under Nasdaq Listing Rule 5815(d)(5), arguing the panel decision was based on a mistake of material fact — specifically that the private placement had closed before the decision was issued. As of the filing date, the panel had not acted on that request.

The company also said it intends, if necessary, to ask the Nasdaq Listing and Hearing Review Council to review the decision on or before October 2, 2026. The filing states that even if the panel reconsiders, SCWorx would still need a closing bid price at or above $1.00 per share for at least 10 consecutive trading days on or before October 5, 2026 to regain compliance with the Bid Price Rule.

The filing states there can be no assurance the panel grants reconsideration, that the review council reverses or modifies the decision, that the company regains compliance by October 5, 2026, or that trading in the common stock resumes on Nasdaq. It adds that if compliance is not regained, the company believes Nasdaq will delist the stock. Shares have been quoted on the OTCQB Venture Market under the symbol WORX since trading on Nasdaq was suspended on April 14, 2026, and the company expects they would continue to be quoted there if delisted.

The investors' termination right

In the same filing, SCWorx addressed Section 4.20 of the Securities Purchase Agreement dated September 16, 2026 with the private placement purchasers. That section gives each purchaser the right, if either the common stock does not resume trading on Nasdaq by October 31, 2026 or the company receives a Nasdaq determination letter delisting the stock before that date, to demand — by written notice within five business days of the earlier of those events — that the company unwind that purchaser's purchase. In that case the company must pay the purchaser cash equal to their subscription amount and cancel their shares and warrants.

SCWorx said it has decided to treat the panel decision as a delisting determination letter for purposes of that section. To give purchasers time to see how the reconsideration request and Nasdaq's compliance review play out, the company told them it will treat any termination notice delivered on or before October 15, 2026 as timely, and said it may extend that date further.

If all purchasers exercised the right, the filing says the company would have to return an aggregate of $938,000, the 350,000 placement shares and the 350,000 warrants would be cancelled, and the number of publicly held shares would fall accordingly. The company said it informed Nasdaq of the extension and will report any termination notices it receives.

What this means

A Form 8-K is the report a US public company must file with the SEC when certain specified events occur — it is not a periodic earnings filing, but an "current report" triggered by the event itself. The item numbers in the header tell you which events: Item 3.01 covers a notice of delisting or a failure to meet a continued listing rule, Item 8.01 covers other events a company chooses to disclose, and Item 9.01 covers exhibits. This filing uses all three.

The two Nasdaq rules at issue are the Bid Price Rule, Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share, and the Publicly Held Shares Rule, Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares — shares held by investors rather than company insiders. Both are maintenance standards: a company must keep meeting them to stay listed, not just at the time of its IPO.

A reverse stock split is the mechanism at the center of this story. In a 1-for-12 split, every 12 existing shares are combined into one new share. The share price multiplies by roughly 12, which is how a company pushes its price back above $1.00 and satisfies the Bid Price Rule. The trade-off is arithmetic: the share count divides by 12, so a company that was near the 500,000 public float minimum before the split can drop below it afterward. That is the sequence described in this filing — the fix for one rule created the breach of the other.

Rule 5810(c)(3)(A), cited in the filing, is what links the two. It says that when a reverse split is done to cure a bid price deficiency and results in a publicly held shares deficiency, the bid price problem is not considered cured until both are resolved. That is why the company's 20 consecutive trading days above $1.00 through August 31, 2026 did not, by itself, end the matter, and why the required bid price period after the float cure is 10 trading days rather than the original 20.

A Nasdaq Hearings Panel is the body that hears a listed company's appeal after the Listing Qualifications Staff moves to delist it. Its decisions can be reviewed by the Nasdaq Listing and Hearing Review Council. A Request for Reconsideration under Rule 5815(d)(5) asks the same panel to revisit its own ruling, here on the stated ground that it rested on a factual error. If a delisting goes through, the removal from the exchange is formally executed by a Form 25 filing with the SEC.

The termination right in the purchase agreement is a contractual protection for the placement investors, not a regulatory one: if the stock does not resume trading on Nasdaq, or a delisting letter arrives, they can hand the shares back and get their money returned. The company's decision to treat the panel decision as triggering that right, while voluntarily extending the notice window to October 15, 2026, keeps the $938,000 question open while the reconsideration request is pending.

The filing does not say what the panel will do. It sets out the company's request, the deadlines — October 2, 2026 for a possible review request, October 5, 2026 for the bid price condition, October 15, 2026 for termination notices as extended, and October 31, 2026 under the purchase agreement — and states the company's belief that it has cured the publicly held shares deficiency. Whether Nasdaq agrees is not addressed in the document.