SCHEDULE 13G/A: Iroquois Capital Management and Affiliates Disclose Significant Passive Stake in SCWorx Corp.
Beneficial Ownership Statement
Iroquois Capital Management, LLC, along with Richard Abbe and Kimberly Page, have filed an amended Schedule 13G disclosing their passive beneficial ownership in SCWorx Corp. common stock, warrants, and convertible notes, subject to beneficial ownership blockers.
Summary
- Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page (the "Reporting Persons") have filed an amended Schedule 13G regarding their beneficial ownership in SCWorx Corp.
- As of March 31, 2025, Iroquois Capital Management, LLC beneficially owned 148,609 shares, representing 6.61% of SCWorx Corp.'s common stock.
- Richard Abbe beneficially owned 226,191 shares, representing 9.75% of SCWorx Corp.'s common stock.
- Kimberly Page beneficially owned 148,609 shares, representing 6.61% of SCWorx Corp.'s common stock.
- These holdings include common stock, warrants to purchase 2,452,555 shares (Iroquois Master Fund) and 3,412,555 shares (ICIG), and convertible notes to purchase 339,535 shares at $0.86 and 210,000 shares at $1.25 (Iroquois Master Fund), and 285,465 shares at $0.86 and 390,000 shares at $1.25 (ICIG).
- The warrants and convertible notes are subject to "Beneficial Ownership Blockers" of 4.99% and 9.99%, which prevent the Reporting Persons from exercising or converting securities if it would result in ownership exceeding these thresholds.
- Due to these blockers, the Reporting Persons were not able to exercise all warrants or convert all convertible notes as of the filing date.
- The percentages are based on 2,105,755 shares of common stock outstanding as of March 31, 2025, as reported in SCWorx Corp.'s Annual Report on Form 10-K.
Sentiment
Score: 5
Explanation: The document is a factual, routine regulatory filing (Schedule 13G) disclosing beneficial ownership. It contains no operational or financial performance data for the issuer, nor does it indicate any strategic changes or new capital raises. Therefore, it is neutral in sentiment.
Positives
- The filing indicates continued passive investment by Iroquois Capital Management, LLC and its principals in SCWorx Corp., potentially signaling long-term interest.
Negatives
- The beneficial ownership blockers limit the immediate ability of the Reporting Persons to fully convert or exercise their warrants and convertible notes, which could restrict their potential upside from these securities.
Risks
- The existence of warrants and convertible notes, even with beneficial ownership blockers, implies potential future dilution for existing shareholders if these securities are eventually converted or exercised.
- The beneficial ownership blockers themselves limit the Reporting Persons' ability to increase their stake beyond certain thresholds, which could be a risk for them if they sought greater influence or control.
Future Outlook
The document does not provide forward-looking statements or guidance regarding SCWorx Corp.'s business operations or financial performance. It solely reports on the current beneficial ownership of certain investors.
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."
Industry Context
This filing is a routine disclosure required by the SEC for investors acquiring more than 5% of a company's stock with a passive investment intent. It does not provide specific insights into broader industry trends for SCWorx Corp.'s sector.
Stakeholder Impact
- Shareholders: The existence of warrants and convertible notes held by the Reporting Persons represents potential future dilution if these securities are converted or exercised, although the beneficial ownership blockers limit the immediate impact.
- Company (SCWorx Corp.): The filing confirms a significant passive ownership stake by Iroquois Capital Management and its principals, which could be viewed as a vote of confidence, albeit without intent to influence control.
Key Dates
| Date | Description |
|---|---|
| 03/31/2025 | Date of event requiring filing of this statement; also the date for shares outstanding calculation from Issuer's 10-K. |
| 05/15/2025 | Date of signing and filing of the Schedule 13G amendment. |
Keywords
SCWorx Corp., Iroquois Capital Management, LLC, Richard Abbe, Kimberly Page, Schedule 13G, beneficial ownership, common stock, warrants, convertible notes, ownership blockers, passive investment
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