WORX.OQBScworx CORP

10-K: SCWorx Reports Wider Loss Amid Revenue Decline, Nasdaq Compliance Woes

Sentiment:

Annual Report


SCWorx Corp. reported a significant increase in net loss for fiscal year 2025, driven by higher non-cash expenses, despite a slight revenue decline and improved operating loss, while facing ongoing Nasdaq minimum bid price compliance challenges.

Delay expectedThe company sometimes experiences delays during contract implementation, which can impact revenue recognition and financial results.The company received a 180-day extension until April 6, 2026, to regain compliance with Nasdaq's $1 minimum bid price rule, indicating a delay in meeting listing requirements.
Capital raiseIn 2025, the company received proceeds from loans payable of $1,385,000 and warrant exercises of $1,822,000.In January 2025, the company issued $1,500,000 in convertible notes.In September 2025, the company issued warrants to purchase an aggregate of 4,128,000 shares of common stock in conjunction with inducement agreements to incentivize warrant exercises.The company explicitly states it "may need additional capital" and has "recently encountered difficulty in raising funds from external sources."
Worse than expectedNet loss significantly widened to $4,444,109 in 2025 from $1,136,225 in 2024.Revenue declined by 4% in 2025, primarily due to customer contract non-renewals.Cash used in operating activities increased, indicating a higher cash burn from core operations.The company faces a Nasdaq delisting risk due to its common stock trading below $1.00.Material weaknesses in internal controls over financial reporting were identified.

Summary

  • SCWorx, a healthcare IT solutions provider, reported a net loss of $4,444,109 for the year ended December 31, 2025, a substantial increase from $1,136,225 in 2024.
  • Revenue decreased by 4% to $2,877,629 in 2025 from $2,989,599 in 2024, primarily due to the expiration and non-renewal of certain customer contracts.
  • Operating loss improved to $958,719 in 2025 from $1,259,426 in 2024, driven by decreases in legal and professional fees.
  • The significant increase in net loss was primarily due to non-cash interest expense and amortization of debt discounts of approximately $2,985,000 and a non-cash warrant modification expense of $565,000.
  • Cash on hand increased significantly to $1,644,439 at December 31, 2025, from $106,654 at December 31, 2024, largely due to financing activities.
  • Cash used in operating activities increased to $1,543,610 in 2025 from $1,084,292 in 2024.
  • The company received a 180-day extension until April 6, 2026, to regain compliance with Nasdaq's $1 minimum bid price rule and plans a reverse stock split if necessary.
  • Material weaknesses in internal controls related to a lack of segregation of duties were identified.
  • The customer base remains highly concentrated, with four customers accounting for 55% of total revenue in 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly concerning report due to the significantly widened net loss, declining revenue, increased operating cash burn, and ongoing Nasdaq compliance issues. While cash reserves increased from financing, the underlying operational performance and internal control weaknesses present substantial challenges.

Positives

  • Operating loss decreased by approximately 24% to $958,719 in 2025 from $1,259,426 in 2024.
  • Gross profit increased by approximately 23% in 2025 due to reductions in cost of revenues.
  • Legal and professional fees decreased significantly by $432,000 in 2025 due to the final settlement of all pending litigation matters.
  • Cash on hand increased substantially to $1,644,439 at December 31, 2025, from $106,654 at December 31, 2024.
  • Management believes current cash reserves are sufficient to fund operations for at least the next twelve months and expects to generate positive operating cash flows by the end of 2026.
  • Total current liabilities decreased significantly to $743,596 in 2025 from $1,836,549 in 2024.
  • No material cybersecurity breaches were identified in 2025.

Negatives

  • Net loss significantly widened to $4,444,109 in 2025 from $1,136,225 in 2024.
  • Total revenues declined by 4% to $2,877,629 in 2025, primarily due to customer contract non-renewals.
  • Non-cash interest expense and amortization of debt discounts increased dramatically to approximately $2,985,000 in 2025 from $104,201 in 2024.
  • A non-cash warrant modification expense of $565,000 was recognized in 2025.
  • Cash used in operating activities increased to $1,543,610 in 2025, indicating a higher cash burn from core operations.
  • The company has an accumulated deficit of $35,420,175 as of December 31, 2025.
  • The customer base is highly concentrated, with four customers accounting for 55% of total revenue in 2025, posing a risk if any are lost.
  • Deferred revenue decreased to $158,750 in 2025 from $354,083 in 2024, indicating a reduction in future recognized revenue from existing performance obligations.
  • The company has a history of losses and may continue to incur losses, raising substantial doubt about its ability to continue as a going concern, despite management's current belief.

Risks

  • History of losses and potential for continued losses in the future, which could negatively impact stock value.
  • Inability to grow revenue, potentially preventing the achievement or sustainment of profitability.
  • Substantial doubt about the ability to continue as a going concern, which may hinder financing or force less favorable terms.
  • Need for additional capital, with recent difficulty in raising funds from external sources.
  • Restrictions on raising capital from third parties due to existing convertible loan agreements, which contain full ratchet anti-dilution provisions.
  • Potential for dilution of existing stockholders if additional funds are raised through equity offerings.
  • Failure to successfully execute growth strategy, including expanding sales force, product offerings, and capabilities, or integrating potential acquisitions.
  • Disputes over extra or change order work in contracts, leading to financial shortfalls or project delays.
  • High customer concentration, where the loss of one or a few significant customers could materially affect business.
  • Risk of customer contract termination without cause.
  • Inability to attract and retain qualified executive officers, managers, and consultants.
  • Fines, judgments, and other consequences from failure to comply with regulations or adverse litigation outcomes.
  • Potential reclassification of independent contractors as employees, leading to additional costs and taxes.
  • Dependence on subcontractors and suppliers, which could increase costs or impair contract completion.
  • Inadequate insurance coverage for significant risk exposures.
  • Highly competitive industry with larger companies having greater resources.
  • Vulnerability to consolidation and rapid technological/regulatory changes in the medical industry.
  • Economic downturns could decrease capital expenditures in served industries.
  • Operating results may fluctuate due to factors difficult to forecast and outside control.
  • Actual results could differ from estimates and assumptions used in financial statements.
  • Tax filings are subject to audit, potentially resulting in additional tax liability and penalties.
  • Common stock price volatility and limited trading volume.
  • Potential adverse effect on market price from the sale or availability of substantial amounts of common stock.
  • Risk of not maintaining the minimum $1.00 bid price per share for Nasdaq listing, potentially requiring a reverse stock split.
  • No anticipation of paying cash dividends on common stock in the foreseeable future.
  • Lack of equity research analyst coverage or unfavorable commentary could cause stock price decline.
  • Failure to establish and maintain effective internal control over financial reporting, specifically a material weakness related to lack of segregation of duties.
  • Increased costs and demands on management from complying with laws and regulations affecting public companies.
  • Risks associated with managing planned growth and potential future acquisitions, including integration difficulties and diversion of management attention.
  • Potential for litigation to harm business value.
  • Economic uncertainty impacting business and financial results.
  • Inability to establish, protect, or enforce intellectual property rights adequately.
  • Disruptions in information technology systems or security breaches.
  • Requirement to pay for defense of clients, officers, or directors under indemnification provisions.

Future Outlook

Management anticipates that operating activities would use approximately $50,000 in cash per month over the next twelve months, totaling $600,000. They believe current cash reserves are sufficient to maintain operations for at least the next twelve months and aim to generate positive operating cash flows by the end of 2026, though there is no assurance of achieving this. The company intends to pursue growth by expanding its sales force, product offerings, and project capabilities, and may consider acquisitions if funding permits.

Management Comments

  • We believe this is sufficient reserves to maintain company operations for at least the next twelve months while we work toward being cashflow positive. Therefore, management believes there to be no question as to whether or not we will be able to operate as a going concern as of the date of these financial statements.
  • We intend to use our current cash reserves to generate additional revenue through the acquisition of new customers, and believe we may begin to generate positive operating cash flows by the end of 2026.
  • Our management has identified material weaknesses in our internal controls related to a lack of segregation of duties. Management continues to work with the Audit Committee to discuss remediation efforts. Our management is currently considering looking for additional accounting and finance personnel to assist in the remediation efforts.

Industry Context

StockSavvy.ai notes that SCWorx operates in the highly competitive healthcare information technology sector, which is characterized by rapid technological advancements and regulatory changes. The company's focus on data normalization, interoperability, and big data analytics aligns with the industry's growing need for efficient data management to reduce costs and improve patient care. However, the industry's consolidation trend and the presence of larger, more resourced competitors pose significant challenges for smaller players like SCWorx, especially given its declining revenue and concentrated customer base. The reliance on third-party subcontractors and hosting providers is common but also introduces dependencies and risks.

Comparison to Industry Standards

  • The filing does not provide specific comparisons to industry benchmarks or competitors' results.
  • SCWorx states it competes favorably on product features, functionality, support, product depth (data warehouse exceeding 12 million items), flexibility, ease of deployment, total cost of ownership, and time to value, as well as its agnostic interoperability and Big Data analytics. However, no specific comparable companies or projects are listed with detailed results.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorAlton IrbyOctober 31, 2024Resignation
DirectorSteven HorowitzOctober 31, 2024Resignation
DirectorTroy KirchenbauerOctober 31, 2024Appointment
DirectorMichael BurkeOctober 31, 2024Appointment

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionThe Board of Directors currently consists of four directors.Reflects the current leadership structure and oversight capacity.
Committee EstablishmentEstablished an audit committee, a compensation committee, and a nominating and governance committee, each operating under a written charter.Enhances corporate oversight and adherence to best practices for public companies.
Director IndependenceAll directors, except Timothy Hannibal, are determined to be independent based on Nasdaq listing standards.Ensures a majority of independent directors, aligning with Nasdaq requirements and promoting objective decision-making.
Policy AdoptionAdopted a Code of Business Conduct and Ethics.Provides ethical guidelines for employees and management, promoting integrity and compliance.
Policy ImplementationImplemented a policy requiring external communications to be reviewed and approved by a Board member and outside legal counsel.Aims to improve accuracy and compliance of public disclosures, potentially mitigating legal and reputational risks.

Legal Proceedings

  • Legal fees decreased significantly in 2025 due to the final settlement of all pending litigation matters.
  • As of December 31, 2025, the company has no actual, pending, or threatened litigation.

Related Party Transactions

  • A payable of $149,838 was due to an officer as of December 31, 2025 and 2024, for contract work performed prior to becoming an officer.
  • A shareholder advance of $67,622 from the former CEO (from September 2021) was fully remitted as of December 31, 2025.
  • The CFO advanced $128,479 in cash to the company between January 18, 2024, and July 11, 2024, which was fully repaid as of December 31, 2024.

Stakeholder Impact

  • Shareholders face significant dilution risk from potential future equity raises and warrant exercises. The declining revenue, widening net loss, and Nasdaq delisting threat could negatively impact share price and investment value.
  • Employees: The company has a small employee base (9 employees) and relies heavily on independent contractors, which could create uncertainty if reclassification occurs. Management is considering hiring more accounting/finance personnel.
  • Customers: Existing customers may experience service disruptions if the company's financial health deteriorates or if it fails to adapt to technological changes. New customer acquisition is critical for revenue growth.
  • Creditors: Convertible noteholders and other lenders face risks given the company's history of losses and need for additional capital, though assets are pledged as collateral for some notes.
  • Suppliers/Subcontractors: Dependence on third-party subcontractors and suppliers means they are critical to operations, but payment delays could impact these relationships.

Next Steps

  • Regain compliance with Nasdaq's $1 minimum bid price rule by April 6, 2026, potentially through a reverse stock split.
  • Work towards generating positive operating cash flows by the end of 2026.
  • Expand sales force, product offerings, and project capabilities to increase revenue.
  • Consider potential acquisitions if funding permits.
  • Remediate material weaknesses in internal controls, including potentially hiring additional accounting and finance personnel.
  • Prepare and submit federal and state tax returns for years 2020 through 2025.

Key Dates

DateDescription
November 17, 2016SCWorx, LLC (n/k/a SCW FL Corp.) organized in Florida.
December 31, 2017SCW LLC acquired Primrose Solutions, LLC.
June 27, 2018SCW LLC merged into SCWorx Acquisition Corp.
August 17, 2018SCW Acquisition changed its name to SCWorx Corp.
November 30, 2018Company and certain stockholders agreed to cancel 6,510 shares of common stock.
February 1, 2019SCWorx Corp. (f/k/a SCWorx Acquisition Corp.) changed its name to SCW FL Corp.; Alliance MMA, Inc. acquired SCWorx Corp. (n/k/a SCW FL Corp.) and changed its name to SCWorx Corp.
May 5, 2020Company obtained a $293,972 unsecured loan through the Paycheck Protection Program (PPP).
September 2021Former CEO and shareholder advanced $100,000 in cash to the Company.
May 2022PPP loan maturity date extended to May 5, 2025.
September 2022PPP loan partially forgiven in the amount of $139,569.
August 17, 2023Vincent Matozzo appointed as a Director.
January 18, 2024Beginning of period when CFO advanced an aggregate $128,479 in cash to the Company.
April 12, 2024Company issued a secured promissory note in the face amount of $330,000.
May 15, 2024Mr. Matozzo, Mr. Irby, and Mr. Horowitz returned all previously received stock grants to the Company.
July 11, 2024End of period when CFO advanced an aggregate $128,479 in cash to the Company.
July 12, 2024Secured promissory note originally due May 10, 2024, extended to this date.
July 15, 2024Balance of the promissory note rolled into a new convertible loan offering; Company issued an aggregate $1,155,000 in convertible notes.
October 31, 2024Troy Kirchenbauer and Michael Burke appointed as Directors; Alton Irby and Steven Horowitz resigned as Directors.
December 31, 2024Fiscal year ended.
January 17, 2025End date for issuance of an aggregate $2,655,000 in senior secured convertible notes.
January 21, 2025Company issued an aggregate $1,500,000 in convertible notes.
February 3, 2025Beginning of period when Company issued shares for conversion of senior secured convertible notes.
February 26, 2025Beginning of 30-consecutive business day period when Nasdaq notified the Company of non-compliance with minimum bid price rule.
February 27, 2025End of period when Company issued shares for conversion of senior secured convertible notes.
March 14, 2025Company issued 191,250 shares of common stock for legal settlement.
April 2, 2025Beginning of period when Company issued shares for conversion of senior secured convertible notes.
April 9, 2025End of 30-consecutive business day period when Nasdaq notified the Company of non-compliance with minimum bid price rule.
May 1, 2025Company issued 230,000 shares of common stock for legal settlement.
May 5, 2025Maturity date of the Paycheck Protection Program loan.
May 21, 2025Company issued 180,000 shares of common stock for legal settlement.
June 17, 2025End of period when Company issued shares for conversion of senior secured convertible notes.
July 28, 2025Beginning of period when Company issued shares for conversion of senior secured convertible notes.
August 26, 2025End of period when Company issued shares for conversion of senior secured convertible notes.
September 17, 2025Company issued 1,954,816 shares of common stock for warrant exercises and entered into inducement agreements issuing warrants for 4,128,000 shares.
October 6, 2025Company issued 451,945 shares of common stock for conversion of senior secured convertible notes.
October 8, 2025Nasdaq granted a 180-day extension to regain compliance with the Bid Price Rule.
November 1, 2025Commencement date of the lease for the principal executive office.
November 6, 2025Company issued 3,612,000 shares of common stock for warrant exercises and 109,184 shares held in abatement.
December 8, 2025Company amended its certificate of incorporation to increase authorized shares.
December 31, 2025Fiscal year ended.
February 12, 2026Company issued 50,000 shares of common stock for warrant exercises (subsequent event).
February 18, 2026Company issued 122,589 shares of common stock for conversion of convertible loans (subsequent event).
March 20, 2026Date through which subsequent cash collections were evaluated for credit losses for the annual reporting period ended December 31, 2025.
March 31, 2026Date of filing of the Annual Report on Form 10-K; 15,999,423 common shares outstanding.
April 6, 2026Deadline to meet Nasdaq's $1 minimum bid price requirement.
October 31, 2026End date of the lease for the principal executive office.
January 21, 2027Maturity date for $1,500,000 convertible notes issued on January 21, 2025.

Recommendation

sell

The company's financial performance shows a significant deterioration with a widening net loss and declining revenue. The substantial increase in non-cash expenses, coupled with increased cash burn from operations, highlights severe financial strain. The ongoing Nasdaq minimum bid price deficiency and the potential for a reverse stock split indicate significant market and regulatory challenges. While management expresses confidence in future cash flow positivity, the historical performance and identified material weaknesses in internal controls suggest a high-risk investment profile with limited near-term upside. The high customer concentration also adds to the vulnerability.

Keywords

Healthcare IT, Data Normalization, Interoperability, Big Data Analytics, SaaS, Hospital Solutions, Supply Chain Management, Financial Reporting, SEC Filing, Nasdaq Compliance, Convertible Notes, Warrants, Financial Performance, Risk Factors, Corporate Governance

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