Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 16, 2026, SCWorx Corp. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with ten accredited investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the "Private Placement"), an aggregate of 350,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), together with warrants (the "Warrants") to purchase up to an aggregate of 350,000 shares of Common Stock (the "Warrant Shares"). Each Share was sold together with one Warrant to purchase one share of Common Stock at a combined purchase price of $2.68 per Share and accompanying Warrant. The Private Placement closed on September 16, 2026. The aggregate gross proceeds to the Company from the Private Placement were $938,000, before deducting offering expenses payable by the Company.

Each Warrant has an exercise price of $2.56 per share, is exercisable immediately upon issuance and expires at 5:00 p.m. (New York City time) on the fifth anniversary of the initial exercise date. If, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Warrant Shares by the holder, the Warrant may be exercised on a cashless basis pursuant to the formula set forth in the Warrant. The exercise price and the number of Warrant Shares are subject to adjustment in the event of stock dividends, stock splits, combinations, reclassifications and similar events affecting the Common Stock, and the holder is entitled to participate in certain rights offerings and pro rata distributions to holders of Common Stock on an as-exercised basis, in each case as set forth in the Warrant.

In the event of a Fundamental Transaction (as defined in the Warrant, and including, among other things, a merger or consolidation of the Company, a sale of all or substantially all of its assets, or a transaction in which another person or group acquires 50% or more of the outstanding Common Stock), the holder will be entitled upon exercise to receive the consideration receivable in such transaction by a holder of the number of shares of Common Stock for which the Warrant is then exercisable, and the Company or any successor entity will be required, at the option of the holder exercisable within 30 days after the consummation of such transaction, to purchase the unexercised portion of the Warrant for cash in an amount equal to its Black Scholes Value (as defined in the Warrant), subject to certain limitations in the case of a Fundamental Transaction that is not within the Company's control. A holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other persons acting as a group, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding Common Stock immediately after giving effect to such exercise, which limitation the holder may increase or decrease on 61 days' notice to the Company, provided that the limitation may in no event exceed 9.99%.

The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Purchasers, and customary indemnification obligations of the Company in favor of the Purchasers. Pursuant to the Purchase Agreement, the Company agreed to file a registration statement on Form S-3 registering the resale of the Warrant Shares within 30 calendar days following the closing and to use commercially reasonable efforts to cause it to be declared effective within 60 calendar days following the closing (or 90 calendar days in the event of a full review by the Securities and Exchange Commission (the "SEC")). The Company also agreed, subject to certain exceptions, not to issue any shares of Common Stock or Common Stock equivalents for a period of 90 days following the closing and not to effect any "variable rate transaction" (as defined in the Purchase Agreement) for a period of one year following the closing.