Item 1.01. Entry into a Material Definitive Agreement.

On September 1, 2022 (the "Closing Date"), SCWorx Corp., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with several accredited investors (the "Investors") for the offering, sale, and issuance (the "Offering") by the Company of an aggregate 1,153,847 shares of its Common Stock, $.001 par value (the "Common Stock"), As a result of the Offering, the Company received aggregate gross proceeds of $750,000.

The Company intends to use the net proceeds from the transaction for working capital, and other general corporate purposes.

The Common Stock, has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and is instead being offered pursuant to the exemption provided in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, based on the Investor being an "accredited investor" within the meaning of said Regulation D.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Securities Purchase Agreement
104           Cover Page Interactive Data File (formatted as Inline XBRL).




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