SCWorx Wins Nasdaq Reprieve; Delisting Reversed, Trading to Resume

What happened

SCWorx Corp. (Nasdaq: WORX) disclosed in a Form 8-K filed October 5, 2026 that the Nasdaq Hearings Panel on October 2 granted the company's request to reconsider the Panel's September 17, 2026 decision to delist its common stock.

In the reconsideration decision, the Panel determined that SCWorx now demonstrates compliance with Nasdaq's continued listing requirements, including the minimum bid price rule and the minimum publicly held shares rule, and approved continued listing on the Nasdaq Capital Market.

Trading in the common stock has been suspended since April 14, 2026, according to the filing. While suspended, the shares have been quoted on the OTCQB Venture Market under the symbol WORX. Nasdaq will schedule the reinstatement date after the company satisfies the first condition of the Panel's decision, which the company said it is meeting by filing this Form 8-K and by submitting Nasdaq's reinstatement form on October 5, 2026.

The company also disclosed that each investor in its September 2026 private placement signed a waiver agreeing not to exercise a contractual right to unwind their purchases because of the September 17 delisting decision.

SCWorx is a Delaware-incorporated company based in Middleton, Massachusetts, listed in the filing under the industry classification 'Services-Computer Processing & Data Preparation.'

The background: reverse split and public float

The filing lays out a sequence. On June 17, 2026, the Panel gave SCWorx an exception to regain compliance with the minimum bid price rule, subject to conditions. The company satisfied those conditions, including a 1-for-12 reverse stock split on August 3, 2026 and a closing bid price at or above $1.00 per share for the 20 consecutive trading days ended August 31, 2026.

On September 2, 2026, Nasdaq's Listing Qualifications Staff told the company that the reverse split had pushed its publicly held shares below the 500,000 minimum required by the publicly held shares rule.

On September 16, 2026, the company closed a private placement of 350,000 shares of common stock and warrants to buy another 350,000 shares. Combined with exercises of outstanding warrants and shares issued to the placement agent, the company said this lifted its publicly held shares back above 500,000.

The Panel issued its delisting decision on September 17, 2026, before it knew the private placement had closed, according to the filing. SCWorx asked for reconsideration on September 18, arguing the decision rested on a mistake of material fact.

What the Panel found

In the reconsideration decision, the Panel said the facts underlying the September 17 decision had materially changed by the date that decision was issued: the private placement had been executed, funded and closed, warrant exercises had been completed, and publicly held shares had risen to 549,092 as of September 17, 2026.

The Panel noted that on September 30, 2026, Nasdaq Staff confirmed the company had regained compliance with the publicly held shares rule as of September 17, 2026, and that the closing bid price had been at or above $1.00 on every trading day since August 4, 2026, including the 10 consecutive trading days after September 17 that Nasdaq's rules require.

The continued listing comes with conditions. The company must publicly disclose the investor waivers by October 5, 2026, which it said it is doing through the Form 8-K and an attached press release. By the fifth business day of each month through October 5, 2027, it must give its Nasdaq analyst updated shares outstanding, the holdings of each officer, director and 10% shareholder, and the resulting public float, with a reconciliation of changes.

The Panel also imposed a discretionary monitor for one year ending October 2, 2027. During that period, if Nasdaq's Listing Qualifications Department finds the company fails any continued listing standard, the company would not be allowed to submit a compliance plan or get extra time to regain compliance, and Nasdaq would promptly issue a staff delisting determination, which the company could appeal. The company must also promptly notify Nasdaq of any significant event affecting compliance.

The investor waivers

Under Section 4.20 of the September 16, 2026 securities purchase agreement, each buyer could demand its money back if the stock did not resume trading on Nasdaq by October 31, 2026, or if the company received a Nasdaq delisting determination before then. The company had previously said it would treat the September 17 decision as a delisting determination and any termination notice delivered by October 15, 2026 as timely.

Starting September 29, 2026, and at the Panel's request, each buyer delivered a written waiver agreeing not to exercise that termination right based on the September 17 decision. The filing says the buyers received no consideration for the waivers, and the waivers supersede the October 15 extension.

The waivers would end, and the buyers' rights would be reinstated, only if the stock is delisted as a result of the September 17 decision, as shown by the filing of a Form 25 with the SEC. The waiver does not affect the separate right to terminate if the stock has not resumed trading on Nasdaq by October 31, 2026.

If all buyers exercised their termination rights, the company said it would have to return an aggregate of $938,000, the 350,000 shares and 350,000 warrants issued in the private placement would be cancelled, and its publicly held shares would fall back below Nasdaq's minimum.

What this means

A Form 8-K is the report a US public company must file with the SEC when specified material events occur — far sooner than its quarterly or annual report. The item numbers in the header identify what is being disclosed. Item 3.01 is used for a delisting notice or a failure to meet a continued listing rule; Item 1.01 for a material definitive agreement; Item 7.01 for voluntary disclosure that is furnished rather than filed; Item 9.01 for exhibits.

Two Nasdaq rules sit at the center of this filing. Listing Rule 5550(a)(2), the minimum bid price rule, requires a company's shares to trade at or above $1.00. Listing Rule 5550(a)(4), the publicly held shares rule, requires at least 500,000 shares held by the public — that is, shares not held by officers, directors or large controlling shareholders. A company that falls short can be delisted unless it regains compliance within the allowed period.

A reverse stock split cuts the number of shares outstanding and raises the price of each one — here, one share for every 12. That fixed the bid price problem, but it also shrank the share count, which is why the public float dipped below 500,000 immediately afterward. The private placement then added shares back, lifting publicly held shares to 549,092.

Nasdaq's Hearings Panel is the body that hears a company's appeal of a delisting determination, and it can also reconsider its own ruling, as it did here. A Form 25 is the filing that actually removes a security from an exchange listing — it is the paperwork step that makes a delisting effective, which is why the buyer waivers refer to it. A Form 25 covering common stock means a company is leaving the exchange; that is different from a Form 25 covering debt securities such as notes or bonds, which typically signals a bond being repaid at maturity rather than an equity delisting.

What normally follows this kind of decision is the mechanics described in the filing itself: the company files the required disclosure and Nasdaq's reinstatement form, Nasdaq then schedules the resumption of trading, and the shares move back from the OTCQB quotation market to the Nasdaq Capital Market. The one-year Panel Monitor means that for the next year the usual safety net is gone — ordinarily a company that trips a listing standard gets a period to submit a plan and time to fix it, but under this monitor Nasdaq can issue a delisting determination without those steps, subject to an appeal to a Hearings Panel.