Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 28, 2026, SCWorx Corp. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split of the Company's common stock, par value $0.001 per share (the "Reverse Stock Split"). The Certificate of Amendment becomes effective at 11:59 p.m. Eastern Time on August 3, 2026 (the "Effective Time").

At the Effective Time, every twelve shares of common stock issued and outstanding immediately prior thereto will be automatically combined into one share of common stock, without any action on the part of the holder. The Company had 1,066,918 shares of common stock issued and outstanding as of July 28, 2026, and expects to have approximately 89,000 shares of common stock issued and outstanding immediately following the Effective Time.

No fractional shares will be issued in connection with the Reverse Stock Split. Each holder of record who would otherwise be entitled to receive a fractional share will instead receive one whole share in lieu thereof. For shares held in street name, the rounding will be applied at the level of each participant in The Depository Trust Company rather than at the level of each beneficial holder. As a result, the treatment of fractional interests for beneficial holders may differ from the treatment described above for holders of record. Banks, brokers and other nominees may have their own procedures for processing the Reverse Stock Split, and beneficial holders with questions regarding the treatment of their shares should contact their bank, broker or other nominee.

The number of authorized shares of common stock will not be affected by the Reverse Stock Split. Because the number of authorized shares will not be reduced proportionately, the Reverse Stock Split will significantly increase the number of authorized but unissued shares of common stock available for issuance. The Company may issue such shares without further stockholder approval, subject to applicable law and applicable Nasdaq rules, and any such issuance could result in substantial dilution to existing stockholders.

Adjustments will be made to the number of shares issuable upon exercise or conversion of the Company's outstanding options, warrants and other convertible securities, and to the applicable exercise or conversion prices, in accordance with the operative agreements.

The Company has submitted the notification required by FINRA Rule 6490 with respect to the Reverse Stock Split. FINRA has not yet announced the corporate action. Subject to that announcement, the Company expects that its common stock will begin trading on a split-adjusted basis at the opening of trading on August 4, 2026, under the new CUSIP number 78396V 406. The date on which split-adjusted trading commences is established by FINRA's announcement and is not within the Company's control, and may differ from the date the Company currently expects.

The foregoing description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Company is implementing the Reverse Stock Split in an effort to satisfy the conditions imposed by the Nasdaq Hearings Panel and to regain compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company's common stock must be at or above $1.00 per share for twenty consecutive trading days, and the Panel has required that this occur by August 28, 2026.

There is no assurance that the Reverse Stock Split will result in a sustained increase in the market price of the Company's common stock, or that the Company will satisfy the Panel's conditions. The effect of a reverse stock split on market price cannot be predicted with certainty, and the market price of the Company's common stock may decline following the Reverse Stock Split. Because the Reverse Stock Split will reduce the number of shares of common stock outstanding, it may reduce liquidity and increase volatility.

Even if the Company satisfies the minimum bid price condition, there is no assurance that its common stock will resume trading on The Nasdaq Stock Market. As previously disclosed in the Company's Current Report on Form 8-K filed on July 29, 2026, the Company received notice from Nasdaq that it does not satisfy the $1,000,000 market value of publicly held shares requirement, and the Company has not yet submitted a plan to regain compliance with that requirement. The Panel retains discretion over whether to continue the Company's listing.