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): May 24, 2021
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2021, SCWorx Corp. (the “Company”) held its Special Meeting in lieu of 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The results of the stockholder voting at the Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors.
The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Each nominee received the following votes:
| Director Name | For | Withheld | Broker Non-Votes |
| Timothy A. Hannibal | 3,067,332 | 331,062 | |
| Alton Irby | 3,358,603 | 39,791 | |
| Mark D. Shefts | 3,229,267 | 169,127 | |
| Steven Wallitt | 3,233,024 | 165,370 | |
| | | | 1,963,742 |
Proposal No. 2 — To consider and vote upon an Amendment and Restatement of 2016 Amended and Restated Equity Incentive Plan, to increase the shares available thereunder to 5,000,000.
| For | Against | Abstain | Broker Non-Votes |
| 2,904,258 | 484,538 | 9,598 | 1,963,742 |
Proposal No. 3 — To consider and vote, on a non-binding, advisory basis, upon the compensation of those of our executive officers listed in the Summary Compensation Table appearing in the proxy statement, or our named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K
| For | Against | Abstain | Broker Non-Votes |
| 3,014,912 | 371,037 | 12,445 | 1,963,742 |
Proposal No. 4 –To ratify the selection of BF Borgers CPA PC as the Company’s independent auditors fo the year ended December 31 2020.
| For | Against | Abstain | Broker Non-Votes |
| 5,125,751 | 97,140 | 139,245 | 1,963,742 |
The results reported above are final voting results.
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: May 26, 2021
| | SCWorx Corp. |
| | | |
| | By: | /s/ Timothy A. Hannibal |
| | Name: | Timothy A. Hannibal |
| | Title: | President |
