What changed in SCWorx Corp.'s 2025 10-K compared to 2024?

Across the narrative sections we track, SCWorx Corp. (WORX) added 151 paragraphs, removed 157, and edited 119 between the 2024 and 2025 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+68/−69), Item 1A. Risk Factors (+52/−49), Item 1. Business (+18/−21).

Did SCWorx Corp. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 52 new/edited paragraphs and 49 removed paragraphs versus the 2024 10-K.

What changed in SCWorx Corp.'s MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 68 new/edited paragraphs and 69 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did SCWorx Corp.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 2 added/edited paragraphs and 12 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this WORX 10-K diff come from?

The source filings are SCWorx Corp.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in SCWorx Corp.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of SCWorx Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+151 added−157 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in SCWorx Corp.'s 2025 10-K

151 paragraphs added · 157 removed · 119 edited across 6 sections

Item 7. Management's Discussion & Analysis+68 / −69 · 57 edited
Item 1A. Risk Factors+52 / −49 · 41 edited
Item 1. Business+18 / −21 · 16 edited
Item 3. Legal Proceedings+2 / −12 · 1 edited
Item 5. Market for Registrant's Common Equity+9 / −4 · 2 edited

Item 1. Business

Business — how the company describes what it does

16 edited+2 added−5 removed60 unchanged

2024 filing

2025 filing

Biggest changeOur principal competitors include: ● purchasing departments that have limited budgets and may be attempting to manually repair the item master file; ● large companies with a long list of products and services and small companies which may provide item master normalization and data cleanse services; and ● software companies or service providers, as well as small, specialized vendors, that provide complementary or competitive solutions in benchmarking or data analytics and data warehousing that may compete with our offerings. 4 Some of our actual and perceived competitors have advantages over us, such as longer operating histories, greater financial, technical, marketing or other resources, stronger brand and business user recognition, larger intellectual property portfolios, broader distribution and presence, and competitive pricing.

This suite of solutions includes the ability to automatically push price changes to a contract, compliance for standard and non-standard products, contract compliance and optimization reporting, reliable cost data for current and alternate products, cost performance metrics, matching purchase order price to contract and contract repository. ● Request for Proposal (“RFP”) Automation — With the reality of shrinking operating margins, increasing operating expenses and decreasing insurance reimbursements, hospitals must evaluate all major expenditures.

This suite of solutions includes the ability to automatically push price changes to a contract, compliance for standard and non-standard products, contract compliance and optimization reporting, reliable cost data for current and alternate products, cost performance metrics, matching purchase order price to contract and contract repository. 2 ● Request for Proposal (“RFP”) Automation — With the reality of shrinking operating margins, increasing operating expenses and decreasing insurance reimbursements, hospitals must evaluate all major expenditures.

To assist in this cumbersome process, SCWorx provides information from the SSOT, such as historical data, frequent updates, advanced administrative fee reporting, purchase rebate tracking, early payment/discount management and Vendor Master Data alignment. 3 ● Big Data Analytics Model — SCWorx provides an in-depth, easy-to-use web portal for display, reporting and analysis of the information contained within the SCWorx data warehouse.

To assist in this cumbersome process, SCWorx provides information from the SSOT, such as historical data, frequent updates, advanced administrative fee reporting, purchase rebate tracking, early payment/discount management and Vendor Master Data alignment. ● Big Data Analytics Model — SCWorx provides an in-depth, easy-to-use web portal for display, reporting and analysis of the information contained within the SCWorx data warehouse.

Historically, SCWorx has not experienced a material amount of contract cancellations; however, SCWorx sometimes experiences delays during contract implementation, and SCWorx accounts for them accordingly. 5 Third Party License Fees SCWorx incorporates software licensed from various third-party vendors into its proprietary software. Stand-alone third-party software is also required to operate certain of SCWorx’s proprietary software and/or SaaS services.

Historically, SCWorx has not experienced a material amount of contract cancellations; however, SCWorx sometimes experiences delays during contract implementation, and SCWorx accounts for them accordingly. Third Party License Fees SCWorx incorporates software licensed from various third-party vendors into its proprietary software. Stand-alone third-party software is also required to operate certain of SCWorx’s proprietary software and/or SaaS services.

SCWorx licenses these software products and pays the required license fees when such software is delivered to clients. Government Regulation Management believes that governmental regulation is not material to our current core data management business. Intellectual Property We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions.

SCWorx licenses these software products and pays the required license fees when such software is delivered to clients. 5 Government Regulation Management believes that governmental regulation is not material to our current core data management business. Intellectual Property We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions.

SCWorx provides real-time integration, automation and management of Item Master File, Clinical Information Systems and the Charge Description Master. 2 ● Contract Management — SCWorx’s Contract Management Module assists healthcare providers to establish an efficient contract management system and to provide first class care to patients, while reducing operating costs, assuring adherence to compliance requirements, and mitigating risk.

SCWorx provides real-time integration, automation and management of Item Master File, Clinical Information Systems and the Charge Description Master. ● Contract Management — SCWorx’s Contract Management Module assists healthcare providers to establish an efficient contract management system and to provide first class care to patients, while reducing operating costs, assuring adherence to compliance requirements, and mitigating risk.

The SCWorx product line is a simplified user experience and visual display for the hospital employee which does not require access to the SCWorx application. ● Data Integration and Warehousing — Healthcare providers maintain a significant amount of data.

The SCWorx product line is a simplified user experience and visual display for the hospital employee which does not require access to the SCWorx application. 3 ● Data Integration and Warehousing — Healthcare providers maintain a significant amount of data.

Our Business SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers, as well as big data analytics for the healthcare industry. SCWorx has developed and markets health care information technology solutions and associated services that improve healthcare processes and information flow within hospitals and other healthcare facilities.

Our Business SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers, as well as big data analytics for the healthcare industry. SCWorx has developed and markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals.

Any significant impairment of our intellectual property rights may harm our business or our ability to compete. Seasonality We do not believe that SCWorx’s revenues are impacted by seasonality. Employees As of December 31, 2024, we had 7 employees, of which 2 were management and finance and the rest in operations.

Any significant impairment of our intellectual property rights may harm our business or our ability to compete. Seasonality We do not believe that SCWorx’s revenues are impacted by seasonality. Employees As of December 31, 2025, we had 9 employees, of which 3 were management and finance and the rest in operations.

SCWorx’s software enables a healthcare provider to simplify and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”).

SCWorx’s software platform enables healthcare providers to simplify, repair, and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”).

(n/k/a SCW FL Corp.) in a stock-for-stock exchange transaction and changed Alliance’s name to SCWorx Corp., which is the Company’s current name, with SCW FL Corp. becoming the Company’s subsidiary. We are a Delaware corporation. Our principal executive offices are located at 100 S Ashley Dr, Suite 100 Tampa, FL 33602.

Barriers to entry to the data management market include technological and application sophistication, the ability to offer a proven product, creating and utilizing a well-established client base and distribution channels, brand recognition, the ability to provide agnostic interoperability and to operate on a variety of MMIS, EMR and financial platforms, the ability to integrate with pre-existing systems and capital for sustained development and marketing activities.

These deficiencies in part result from the vast amount of unstructured, manually created and managed data that proliferates within the hospital’s supply chain, clinical and billing systems.

Currently, the business systems of hospitals are frequently deficient and often unconnected from each other. These deficiencies in part result from the vast amount of unstructured, manually created and managed data that proliferates within the hospital’s supply chain, clinical and billing systems.

SCWorx has demonstrated that in order for the core hospital systems to function properly there must be a Single Source of Truth (“SSOT”) for all products utilized and ultimately billed for.

SCWorx provides an information service that ultimately leads to safer, more cost effective and financially efficient patient care. 1 SCWorx has demonstrated that in order for the core hospital systems to function properly there must be a Single Source of Truth (“SSOT”) for all products utilized and ultimately billed for.

The currently poor state of interoperability limits the potential value of each independent system and requires significant expense and extensive human resource commitments from senior personnel to stay ahead of problems and complete basic administrative tasks. SCWorx provides an information service that ultimately leads to safer, more cost effective and financially efficient patient care.

Customers use our software to achieve multiple operational benefits, such as supply chain cost reductions, decreased accounts receivables aging, accelerated and completed patient billing in less than 72 hours, contract optimization, increased supply chain management and total cost visibility via dynamic AI connections that automatically structures, repairs, synchronizes and maintains purchasing (“MMIS”), Clinical (“EMR”) and finance (“CDM”) systems.

The software is designed to achieve multiple operational benefits such as supply chain cost reductions, decreased accounts receivables aging, accelerated and more accurate billing, contract optimization, increased supply chain management and cost visibility, synchronous Charge Description Master (“CDM”) and control of vendor rebates and contract administration fees.

Removed

SCWorx’s customers include some of the most prestigious healthcare organizations in the United States. SCWorx offers an advanced software solution for the management of health care providers’ foundational business applications, empowering its customers to significantly reduce costs, drive better clinical outcomes and enhance their revenue.

Added

SCWorx’s solutions are designed to improve the flow of information quickly and accurately between the existing supply chain, electronic medical records, clinical systems, and patient billing functions.

Removed

SCWorx supports the interrelationship between the three core healthcare provider systems: Supply Chain, Financial and Clinical.

Added

Some of our actual and perceived competitors have advantages over us, such as longer operating histories, greater financial, technical, marketing or other resources, stronger brand and business user recognition, larger intellectual property portfolios, broader distribution and presence, and competitive pricing. In addition, our industry is evolving rapidly and is becoming increasingly competitive.

Removed

This solution integrates common keys within distinct and variable databases that allows the repaired foundational data to move seamlessly from one application to another enabling our customers to drive supply chain cost reductions, optimize contracts, increase supply chain management (“SCM”), cost visibility, control rebates and contract administration fees. 1 Currently, the business systems of hospitals are frequently deficient and often unconnected from each other.

Removed

In addition, our industry is evolving rapidly and is becoming increasingly competitive.

Removed

SCWorx believes that these obstacles taken together represent a moderate to high-level barrier to entry on the data management side of our business.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

41 edited+11 added−8 removed117 unchanged

2024 filing

2025 filing

Biggest changeWe have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that these conditions raise substantial doubt about our ability to continue as a going concern. This may hinder our ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.

Biggest changeRisks Related to Our Business There could be doubt about our ability to continue as a going concern. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that these conditions raise substantial doubt about our ability to continue as a going concern.

Factors that could cause the market price of our common stock to fluctuate significantly include: ● the results of operating and financial performance and prospects of other companies in our industry; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors; ● the public’s reaction to our press releases, media coverage and other public announcements, and filings with the SEC; 13 ● market conditions for providers of services to the medical industry; ● lack of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which we compete; ● changes in government policies in the United States; ● changes in earnings estimates or recommendations by any securities or research analysts who track our common stock or failure of our actual results of operations to meet any such expectations; ● dilution caused by the conversion into common stock of convertible securities or by the exercise of outstanding warrants or options; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ● changes in accounting standards, policies, guidance, interpretations or principles; ● any lawsuit involving us, our services or our products; ● arrival and departure of key personnel; ● government investigations of our business activities; ● sales of common stock by us, our investors or members of our management team; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

Factors that could cause the market price of our common stock to fluctuate significantly include: ● the results of operating and financial performance and prospects of other companies in our industry; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors; ● the public’s reaction to our press releases, media coverage and other public announcements, and filings with the SEC; ● market conditions for providers of services to the medical industry; ● lack of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which we compete; ● changes in government policies in the United States; ● changes in earnings estimates or recommendations by any securities or research analysts who track our common stock or failure of our actual results of operations to meet any such expectations; ● dilution caused by the conversion into common stock of convertible securities or by the exercise of outstanding warrants or options; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; 13 ● changes in accounting standards, policies, guidance, interpretations or principles; ● any lawsuit involving us, our services or our products; ● arrival and departure of key personnel; ● government investigations of our business activities; ● sales of common stock by us, our investors or members of our management team; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

In addition, any completed acquisition may not result in the intended benefits for other reasons and our acquisitions will involve a number of other risks, including: ● We may have difficulty integrating the acquired companies; ● Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; ● We may not realize the anticipated cost savings or other financial benefits we anticipated; ● We may have difficulty retaining or hiring key personnel, customers and suppliers to maintain expanded operations; ● Our internal resources may not be adequate to support our operations as we expand, particularly if we are awarded a significant number of contracts in a short time period; ● We may have difficulty retaining and obtaining any required regulatory approvals, licenses and permits; 8 ● We may not be able to obtain additional equity or debt financing on terms acceptable to us or at all, and any such financing could result in dilution to our stockholders, impact our ability to service our debt within the scheduled repayment terms and include covenants or other restrictions that would impede our ability to manage our operations; ● We may have failed to, or be unable to, discover liabilities of the acquired companies during the course of performing our due diligence; and ● We may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.

In addition, any completed acquisition may not result in the intended benefits for other reasons and our acquisitions will involve a number of other risks, including: ● We may have difficulty integrating the acquired companies; ● Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; ● We may not realize the anticipated cost savings or other financial benefits we anticipated; ● We may have difficulty retaining or hiring key personnel, customers and suppliers to maintain expanded operations; ● Our internal resources may not be adequate to support our operations as we expand, particularly if we are awarded a significant number of contracts in a short time period; ● We may have difficulty retaining and obtaining any required regulatory approvals, licenses and permits; ● We may not be able to obtain additional equity or debt financing on terms acceptable to us or at all, and any such financing could result in dilution to our stockholders, impact our ability to service our debt within the scheduled repayment terms and include covenants or other restrictions that would impede our ability to manage our operations; ● We may have failed to, or be unable to, discover liabilities of the acquired companies during the course of performing our due diligence; and ● We may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.

We could lose business from a significant customer for a variety of reasons, including: ● the consolidation, merger or acquisition of an existing customer, resulting in a change in procurement strategies employed by the surviving entity that could reduce the amount of work we receive; ● our performance on individual contracts or relationships with one or more significant customers could become impaired due to another reason, which may cause us to lose future business with such customers and, as a result, our ability to generate income would be adversely impacted; 9 ● key customers could slow or stop spending on initiatives related to projects we are performing for them due to increased difficulty in the markets as a result of economic downturns or other reasons.

We could lose business from a significant customer for a variety of reasons, including: ● the consolidation, merger or acquisition of an existing customer, resulting in a change in procurement strategies employed by the surviving entity that could reduce the amount of work we receive; ● our performance on individual contracts or relationships with one or more significant customers could become impaired due to another reason, which may cause us to lose future business with such customers and, as a result, our ability to generate income would be adversely impacted; ● key customers could slow or stop spending on initiatives related to projects we are performing for them due to increased difficulty in the markets as a result of economic downturns or other reasons.

Uninsured losses or claims, if they occur, could have a material adverse effect on our financial condition, business and results of operations. Our insurance policies may also be subject to substantial deductibles/retentions. We may be required to pay for the defense of our clients, officers, or directors in accordance with certain indemnification provisions.

Uninsured losses or claims, if they occur, could have a material adverse effect on our financial condition, business and results of operations. Our insurance policies may also be subject to substantial deductibles/retentions. 18 We may be required to pay for the defense of our clients, officers, or directors in accordance with certain indemnification provisions.

Our failure to rapidly adopt and master new technologies as they are developed in any of the industries we serve or the consolidation of one or more of our significant customers could adversely affect our business, financial condition, results of operations and prospects. Further, our customers are regulated by the Department of Health and Human Services and other regulators.

Our failure to rapidly adopt and master new technologies as they are developed in any of the industries we serve or the consolidation of one or more of our significant customers could adversely affect our business, financial condition, results of operations and prospects. 11 Further, our customers are regulated by the Department of Health and Human Services and other regulators.

If our reserves are inadequate or insurance coverage proves to be inadequate or unavailable, our business, financial condition, results of operations and prospects may suffer. 10 If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, results of operations and prospects.

If our reserves are inadequate or insurance coverage proves to be inadequate or unavailable, our business, financial condition, results of operations and prospects may suffer. If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, results of operations and prospects.

These market fluctuations may also materially and adversely affect the market price of our common stock. Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

These market fluctuations may also materially and adversely affect the market price of our common stock. 17 Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Due to the size and nature of our contracts, one or a few customers have during any given year, as well as over a period of consecutive years, represented a substantial portion of our consolidated revenues and gross profits, see Note 3, Summary of Significant Accounting Policies for further detail.

Due to the size and nature of our contracts, one or a few customers have during any given year, as well as over a period of consecutive years, represented a substantial portion of our consolidated revenues and gross profits, see Note 2, Summary of Significant Accounting Policies for further detail.

As of December 31, 2024, the Company had goodwill of $5,842,433. We evaluate goodwill at least annually, and will do so more frequently if events or circumstances indicate that impairment may have occurred.

As of December 31, 2025, the Company had goodwill of $5,842,433. We evaluate goodwill at least annually, and will do so more frequently if events or circumstances indicate that impairment may have occurred.

For the year ended December 31, 2024, we did not have effective controls over financial reporting. Our management has identified material weaknesses in our internal controls related to deficiency in our ability to have proper segregation of duties.

For the year ended December 31, 2025, we did not have effective controls over financial reporting. Our management has identified material weaknesses in our internal controls related to deficiency in our ability to have proper segregation of duties.

We derive a significant portion of our revenue from a few customers and the loss of one of these customers, or a reduction in their demand for our services, could adversely affect our business, financial condition, results of operations and prospects. Our customer base is highly concentrated.

We derive a significant portion of our revenue from a small number of customers and the loss of one of these customers, or a reduction in their demand for our services, could adversely affect our business, financial condition, results of operations and prospects. Our customer base is highly concentrated.

We incurred losses from operations of $1,259,426 for the year ended December 31, 2024 and $1,450,662 for the year ended December 31, 2023. We may continue to incur operating and net losses in future periods.

We incurred losses from operations of $958,719 for the year ended December 31, 2025 and $1,259,426 for the year ended December 31, 2024. We may continue to incur operating and net losses in future periods.

Any of these risks could prevent us from executing on any acquisition we might complete, which could adversely affect our business, financial condition, results of operations and prospects. At this time, we are not considering any acquisition.

Any of these risks could prevent us from executing on any acquisition we might complete, which could adversely affect our business, financial condition, results of operations and prospects.

The market price of our common stock has been highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following: ● our ability to obtain working capital financing; ● additions or departures of key personnel; ● sales of our common stock; ● our ability to execute our business plan; ● operating results that fall below expectations; ● regulatory developments; and ● economic and other external factors. 17 In addition, the securities markets from time to time experience significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

Please refer to Item 3. Legal Proceedings of this Annual Report on Form 10-K for a detailed description of the pending legal actions and investigations. 16 Economic uncertainty impacts our business and financial results, and a renewed recession could materially affect us in the future.

Please refer to Item 3. Legal Proceedings of this Annual Report on Form 10-K for a detailed description of the pending legal actions and investigations. As of December 31, 2025, the Company has no actual, pending or threatened litigation. 16 Economic uncertainty impacts our business and financial results, and a renewed recession could materially affect us in the future.

If we are unable to grow our revenue, we may never achieve or sustain profitability. To become profitable, we must, among other things, increase our revenues. Our total revenues declined approximately $815,000 (21%) to $2,989,599 in the year ended December 31, 2024 as compared to $3,804,943 in the year ended December 31, 2023.

If we are unable to grow our revenue, we may never achieve or sustain profitability. To become profitable, we must, among other things, increase our revenues. Our total revenues declined approximately $112,000 (4%) to $2,877,629 in the year ended December 31, 2025 as compared to $2,989,599 in the year ended December 31, 2024.

Areas requiring significant estimates by our management include: ● contract costs and profits and revenue recognition of contract change order claims; ● provisions for uncollectible receivables and customer claims; ● recoveries of costs from subcontractors, suppliers and others; ● valuation of assets acquired and liabilities assumed in connection with business combinations; ● accruals for estimated liabilities, including litigation and insurance reserves; and ● goodwill and intangible asset impairment assessment.

We have not purchased life insurance covering any members of our senior management. Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock and our ability to grow our business.

If we are unable to develop sufficient revenues and additional customers for our products and services, we may not generate enough revenue to sustain our business, and we may fail, in which case our stockholders would suffer a total loss of their investment.

Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time-consuming and costly.

Moreover, these rules and regulations have increased and will continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time-consuming and costly.

Our contracts may require us to perform extra or change order work, which can result in disputes and adversely affect our business, financial condition, results of operations and prospects.

At this time, we are not considering any acquisition. 8 Our contracts may require us to perform extra or change order work, which can result in disputes and adversely affect our business, financial condition, results of operations and prospects.

There can be no assurance that we will be able to continue as a going concern. 7 We may need additional capital. If we are unable to obtain additional capital when required, we will not be able to implement our business strategy or successfully operate our business; however, additional financing will subject our existing stockholders to dilution.

We may need additional capital. If we are unable to obtain additional capital when required, we will not be able to implement our business strategy or successfully operate our business; however, additional financing will subject our existing stockholders to dilution.

If we are required to pay employer taxes or pay backup withholding with respect to prior periods with respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our business, financial condition, results of operations and prospects. 10 Our dependence on subcontractors and suppliers could increase our cost and impair our ability to complete contracts on a timely basis or at all.

As a public company and particularly after we cease to be an “emerging growth company,” we will incur significant additional legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the Nasdaq Capital Market impose various requirements on public companies, including requiring changes in corporate governance practices.

As a public company, we will incur significant additional legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the Nasdaq Capital Market impose various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives.

If we are unable to hire, develop and retain talented account management/sales personnel or if the personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the intended benefits of this investment or increase our revenue. 9 If we are unable to attract and retain qualified executive officers and managers and consultants, we will be unable to operate efficiently, which could adversely affect our business, financial condition, results of operations and prospects.

Factors that may contribute to fluctuations include: ● our ability to effectively manage our working capital; ● our ability to satisfy customer demands in a timely and cost-effective manner; and ● pricing and availability of labor. 12 Actual results could differ from the estimates and assumptions that we use to prepare our financial statements.

Our operating results have fluctuated and could fluctuate in the future. Factors that may contribute to fluctuations include: ● our ability to effectively manage our working capital; ● our ability to satisfy customer demands in a timely and cost-effective manner; and ● pricing and availability of labor.

The market price of our common stock also may be adversely affected by our issuance of shares of our capital stock or convertible securities in connection with future acquisitions, or in connection with our financing efforts. 14 We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock.

Sales of substantial amounts of shares of our common stock, or the perception that these sales could occur, would likely adversely affect the market price of our common stock and could impair our future ability to raise capital through common stock offerings.

As of December 31, 2025, there were an aggregate of 54,055,187 shares issuable under the warrant agreements. Sales of substantial amounts of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through common stock offerings.

We exercise judgment in determining our worldwide provision for income and other taxes and, in the ordinary course of our business, there may be transactions and calculations where the ultimate tax determination is uncertain.

Our tax filings are subject to review or audit by the U.S. Internal Revenue Service and state, local and foreign taxing authorities. We exercise judgment in determining our worldwide provision for income and other taxes and, in the ordinary course of our business, there may be transactions and calculations where the ultimate tax determination is uncertain.

Our dependence on subcontractors and suppliers could increase our cost and impair our ability to complete contracts on a timely basis or at all. We rely on third-party subcontractors to perform some of the work on our contracts. We also rely on third-party suppliers to provide materials needed to perform our obligations under those contracts.

We rely on third-party subcontractors to perform some of the work on our contracts. We also rely on third-party suppliers to provide materials needed to perform our obligations under those contracts.

For the year ended December 31, 2024, our revenues were $2,989,599, and we had a net loss of $1,136,225. For the year ended December 31, 2023, our revenues were $3,804,943, and we had a net loss of $3,981,144. At December 31, 2024, we had an accumulated deficit of $30,976,066.

For the year ended December 31, 2025, our revenues were $2,877,629, and we had a net loss of $4,444,109. For the year ended December 31, 2024, our revenues were $2,989,599, and we had a net loss of $1,136,225. At December 31, 2025, we had an accumulated deficit of $35,420,175.

The loss of any one of them could negatively affect our ability to execute our business strategy and adversely affect our business, financial condition, results of operations and prospects.

We depend on the continued efforts and abilities of our management and consultants, to establish and maintain our customer relationships and identify strategic opportunities. The loss of any one of them could negatively affect our ability to execute our business strategy and adversely affect our business, financial condition, results of operations and prospects.

We exercise judgment in determining our provision for taxes in the United States that are subject to tax authority audit review that could result in additional tax liability and potential penalties that would negatively affect our net income. Our tax filings are subject to review or audit by the U.S. Internal Revenue Service and state, local and foreign taxing authorities.

However, our actual results could differ from, and could require adjustments to, those estimates. We exercise judgment in determining our provision for taxes in the United States that are subject to tax authority audit review that could result in additional tax liability and potential penalties that would negatively affect our net income.

We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

To the extent that we raise additional funds by issuing equity securities, our stockholders will experience dilution. In addition, debt financing, if available, may involve restrictive covenants. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

Smaller competitors are sometimes able to win bids for these projects based on price alone because of their lower costs and financial return requirements.

Smaller competitors are sometimes able to win bids for these projects based on price alone because of their lower costs and financial return requirements. Additionally, our competitors may develop the expertise, experience and resources to provide services that are equal or superior in price to our services, and we may not be able to maintain or enhance our competitive position.

If we are unable to secure such consent, we would need to seek additional financing from such investors. There can be no assurance that such investors would be willing to provide us with additional capital on acceptable terms or at all.

There can be no assurance that such investors would be willing to provide us with additional capital on acceptable terms or at all. 7 If adequate funds are not available, we may be required to further delay or reduce the scope of our business plans.

Additionally, our competitors may develop the expertise, experience and resources to provide services that are equal or superior in price to our services, and we may not be able to maintain or enhance our competitive position. 11 Some of our competitors have already achieved greater market penetration than we have in the markets in which we compete, and some have greater financial and other resources than we do.

Some of our competitors have already achieved greater market penetration than we have in the markets in which we compete, and some have greater financial and other resources than we do.

Any such misappropriation or disruption could cause significant harm to our reputation, lead to a loss of sales or profits or cause us to incur significant costs to reimburse third parties for damages. 18 Our current insurance policies may not provide adequate levels of coverage against all claims, and we may incur losses that are not covered by our insurance.

Our current insurance policies may not provide adequate levels of coverage against all claims, and we may incur losses that are not covered by our insurance.

In the event that the security of our information systems is compromised, confidential information could be misappropriated, and system disruptions could occur.

In the event that the security of our information systems is compromised, confidential information could be misappropriated, and system disruptions could occur. Any such misappropriation or disruption could cause significant harm to our reputation, lead to a loss of sales or profits or cause us to incur significant costs to reimburse third parties for damages.

At the time the estimates and assumptions are made, we believe they are accurate based on the information available. However, our actual results could differ from, and could require adjustments to, those estimates.

Actual results could differ from the estimates and assumptions that we use to prepare our financial statements.

Removed

Risks Related to Our Business There is substantial doubt about our ability to continue as a going concern.

Added

This may hinder our ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.

Removed

Our auditors have indicated in their report on our consolidated financial statements for the year ended December 31, 2024 that conditions exist that raise substantial doubt about our ability to continue as a going concern since we may not have sufficient capital resources from operations and existing financing arrangements to meet our operating expenses and working capital requirements.

Added

If we are unable to secure such consent, we would need to seek additional financing from such investors.

Removed

As of December 31, 2024, we had only limited cash on hand, a working capital deficit of $1,333,171 and accumulated deficit of $30,976,066. During the year ended December 31, 2024, we had a net loss of $1,136,225 and used $1,084,292 of cash in operations.

Added

We may not be able to maintain the minimum $1.00 bid price per share of our Common Stock, as required by the Nasdaq Stock Market, which could force us to implement a reverse stock split of our Common Stock.

Removed

If adequate funds are not available, we may be required to further delay or reduce the scope of our business plans. To the extent that we raise additional funds by issuing equity securities, our stockholders will experience dilution. In addition, debt financing, if available, may involve restrictive covenants.

Added

On October 8, 2025, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company’s request for a 180-day extension to regain compliance with the Bid Price Rule. The Company now has until April 6, 2026 to meet the requirement.

Removed

If we are unable to attract and retain qualified executive officers and managers and consultants, we will be unable to operate efficiently, which could adversely affect our business, financial condition, results of operations and prospects. We depend on the continued efforts and abilities of our management and consultants, to establish and maintain our customer relationships and identify strategic opportunities.

Added

Under the Nasdaq Rules, if at any time during this 180 day period the closing bid price of the Company’s securities is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter would be closed.

Removed

Our operating results have fluctuated and could fluctuate in the future.

Added

In the event that the Company does not regain compliance during the initial 180 day period, the Company may still be eligible for additional time.

Removed

As of March 18, 2025, there were an aggregate of 26,578,477 shares issuable under the July Notes and Warrants, the November Warrants, the January Notes and Warrants and under the Settlement Agreement with Core IR (estimated). All of these shares are registered on the Registration Statement of which this prospectus is a part.

Added

To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

Removed

There has been limited trading in our common stock, and there can be no assurance that an active trading market in our common stock will either develop or be maintained.

Added

If the Company meets these additional requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

Added

However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq would then provide notice that the Company’s securities will be subject to delisting. The Company is monitoring its Common Stock trading price.

Added

If compliance with the minimum bid price requirement is not regained within the extended 180-day period, the Company will implement a reverse stock split within the range previously approved by its shareholders. 14 We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock.

Added

In addition, the securities markets from time to time experience significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged

2024 filing

2025 filing

Biggest changeThe lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services. We believe that our facilities are adequate for our current needs. 19

Biggest changeThe lease allows for the use of a private office, conference rooms, mail handling, videoconferencing, and certain other business services. We believe that our facilities are adequate for our current needs.

Item 2. Properties The Company does not own any real property. The principal executive offices are located at an office complex in Tampa, Florida, consisting of shared office space that we are leasing. The lease is under a month-to-month lease agreement.

Item 2. Properties The Company does not own any real property. The principal executive offices are located at an office complex in Middleton, Massachusetts, consisting of shared office space that we are leasing. The lease is under a one year lease agreement.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−11 removed1 unchanged

2024 filing

2025 filing

Biggest changeIf no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. CorProminence d/b/a Core IR v.

Removed

SCWorx AAA Arbitration Case 01-22-0001-5709 As previously disclosed in the Company’s periodic reports filed with the SEC, on April 25, 2022, the Company received a Demand for Arbitration along with a Statement of Claim filed by Core IR with the American Arbitration Association seeking damages in the amount of approximately $190,000. arising out of a marketing and consulting agreement.

Added

Mine Safety Disclosures Not applicable. 19 PART II

Removed

The Company filed its answer, affirmative defenses and counterclaims on May 16, 2022. By order of the arbitrator dated November 1, 2022, Core IR received permission to amend its Statement of Claim to increase its request for damages to $257,546.

Removed

The Company received the final decision of the Arbitrator on October 16, 2023, awarding Core IR $461,856 including unpaid compensation, indemnification for legal fees and costs, prevailing party legal fees and interest (the “Award”). Core IR has since obtained a judgement in the amount of approximately $502,000 (including interest) (“Judgement”).

Removed

The Company and Core IR entered into a settlement agreement dated July 12, 2024 under which the Company agreed to issue Core IR shares of its common stock with a value of $502,000 (determined based on sales proceeds realized by Core IR), in full and complete satisfaction of the Judgement.

Removed

The settlement agreement is filed as exhibit 10.5 to our annual report on Form 10-K as filed with the SEC on September 24, 2024. On July, 18, 2024, the Company issued 159,776 shares of its common stock in the first tranche of payments under this agreement.

Removed

In connection with the Settlement Agreement, the Company and Core IR entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the Commission to register for resale the shares issuable upon under the Settlement Agreement as described above. Hadrian Equities Partners, LLC et ano. v.

Removed

SCWorx Corp, Case No. 22-cv-07096 (JLR) (S.D.N.Y) On August 19, 2022, Hadrian Equities Partners, LLC and the Phillip W.

Removed

Caprio, Jr. 2007 Irrevocable Trust filed a complaint in the United States District Court for the Southern District of New York alleging that SCWorx was dilatory and did not comply with its alleged contractual duties to remove the restrictions from Plaintiffs’ converted AMMA stock to SCWorx stock until August 10 and August 11, 2020.

Removed

Plaintiffs allege that as a result, they were unable to sell their SCWorx stock when SCWorx was trading at its highest price on April 13, 2020. The Complaint sought $500,000 in damages. Plaintiffs filed an Amended Complaint on November 28, 2022. On February 6, 2023, SCWorx filed its answer to the Amended Complaint interposing numerous defenses.

Removed

Plaintiff has since entered into a settlement agreement dated December 1, 2023 (effective as of October 23, 2023) (as amended April 29, 2024), under which the Company agreed to pay Plaintiffs $20,000 and issue them 37,500 shares of common stock, all in full settlement of the claims made in the lawsuit.

Removed

The Company has accrued for this liability which is included in accounts payable and accrued liabilities on the Company’s consolidated balance sheet at December 31, 2023. The cash payment was made in July 2024, and the shares were issued in May 2024. Item 4. Mine Safety Disclosures Not applicable. 20 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+7 added−2 removed4 unchanged

2024 filing

2025 filing

Biggest changeThe effects of the reverse stock split have been reflected in this Annual Report on Form 10-K for all periods presented. 2024 2023 High Low High Low First Quarter $ 3.89 $ 1.20 $ 7.38 $ 4.80 Second Quarter $ 3.78 $ 1.70 $ 9.90 $ 3.18 Third Quarter $ 1.62 $ 0.98 $ 5.70 $ 2.72 Fourth Quarter $ 3.00 $ 0.90 $ 3.23 $ 1.65 Holders of Record As of March 31, 2025, there were 2,105,755 outstanding shares of common stock held by 434 stockholders of record.

Biggest changeThe following table sets forth for the indicated periods the high and low closing prices for SCWorx’s common stock as reported on the NASDAQ Capital Market. 2025 2024 High Low High Low First Quarter $ 1.98 $ 0.68 $ 3.89 $ 1.20 Second Quarter $ 1.00 $ 0.40 $ 3.78 $ 1.70 Third Quarter $ 0.46 $ 0.28 $ 1.62 $ 0.98 Fourth Quarter $ 0.39 $ 0.19 $ 3.00 $ 0.90 Holders of Record As of March 31, 2026, there were 15,999,423 outstanding shares of common stock held by 428 stockholders of record.

Our symbol was changed to “WORX” on February 4, 2019 in connection with the closing of the SCWorx acquisition. The following table sets forth for the indicated periods the high and low closing prices for SCWorx’s common stock as reported on the NASDAQ Capital Market.

Our symbol was changed to “WORX” on February 4, 2019 in connection with the closing of the SCWorx acquisition.

Removed

On October 6, 2023, following stockholder approval at the Company’s annual meeting, the Company amended its certificate of incorporation to implement a 1 for 15 reverse split of its common stock. The effect of the reverse stock split was to combine every 15 shares of outstanding common stock into one share of common stock.

Added

Nasdaq minimum bid price deficiency notification As Previously Disclosed in the Company’s periodic report filed with the SEC on April 16, 2025, Nasdaq notified the Company that based upon the Company’s closing bid price for the last 30 consecutive business days (February 26, 2025 through April 9, 2025), the Company no longer meets the listed securities requirement to maintain a minimum bid price of $1 per share pursuant to Nasdaq Rules 5550(a)(2) and 5810(c)(3)(A). 20 On October 8, 2025, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company’s request for a 180-day extension to regain compliance with the Bid Price Rule.

Removed

The reverse stock split was effective at the opening of the trading day on October 11, 2023.

Added

The Company now has until April 6, 2026 to meet the requirement. Under the Nasdaq Rules, if at any time during this 180 day period the closing bid price of the Company’s securities is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter would be closed.

Added

In the event that the Company does not regain compliance during the initial 180 day period, the Company may still be eligible for additional time.

Added

If the Company meets these additional requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

Added

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

57 edited+11 added−12 removed53 unchanged

2024 filing

2025 filing

Biggest changeNet cash used in operating activities was approximately $806,000 for the year ended December 31, 2023, mainly related to the net loss of $3,981,000, a decrease in deferred revenue obligations of $201,000 and an increase in net accounts receivable of $17,000, partially offset by non-cash stock-based compensation of $361,000 related to various equity awards to employees and non-employees, $48,000 in bad debt expense, a $26,000 decrease in prepaid expenses and an increase of $434,000 in accounts payable and accrued liabilities.

Biggest changeHowever, there is no assurance we will be able to increase our revenue sufficiently so as to generate positive operating cash flows within this time frame. 30 Operating Activities Cash used in operating activities was approximately $1,544,000 for the year ended December 31, 2025, mainly related to the net loss of approximately $4,444,000, a $144,000 gain on forgiveness of accounts payable, a $42,000 increase in prepaid expenses, a $84,000 decrease in accounts payable and accrued liabilities, and a $195,000 decrease in deferred revenue, partially offset by amortization of discounts on debt agreements of $2,601,000, warrant modification expense of $565,000, credit loss expense of $35,000, loss on shares issued for legal settlement of $78,000, stock based compensation expense of $61,000, and a decrease in accounts receivable of $24,000.

Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of SCWorx and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of SCWorx and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Operating Activities Net cash used in operating activities was approximately $1,084,000 for the year ended December 31, 2024, mainly related to the net loss of approximately $1,136,000, a gain on forgiveness of accounts payable of $227,000, and a $93,000 increase in accounts receivable, partially offset by amortization of discounts on debt agreements of $50,000, common stock issued for settlement of payables and legal settlements of $346,000, and a $39,000 decrease in accounts payable and accrued liabilities, and credit loss expense of $25,000.

Net cash used in operating activities was approximately $1,084,000 for the year ended December 31, 2024, mainly related to the net loss of approximately $1,136,000, a gain on forgiveness of accounts payable of $227,000, and a $93,000 increase in accounts receivable, partially offset by amortization of discounts on debt agreements of $50,000, common stock issued for settlement of payables and legal settlements of $346,000, and a $39,000 decrease in accounts payable and accrued liabilities, and credit loss expense of $25,000.

To determine revenue recognition for arrangements within the scope of Topic 606 we perform the following steps: ● Step 1: Identify the contract(s) with a customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation 25 We follow the accounting revenue guidance under Topic 606 to determine whether contracts contain more than one performance obligation.

To determine revenue recognition for arrangements within the scope of Topic 606 we perform the following steps: ● Step 1: Identify the contract(s) with a customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation We follow the accounting revenue guidance under Topic 606 to determine whether contracts contain more than one performance obligation.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Concentration of Credit and Other Risks Financial instruments that potentially subject our company to significant concentrations of credit risk consist principally of cash, accounts receivable and warrants.

Disruptions in these systems could have an adverse impact on our operations. We could encounter difficulties in developing new systems or maintaining and upgrading existing systems. Such difficulties could lead to significant expenses or to losses due to disruption in our business operations. In addition, our information technology systems are subject to the risk of infiltration or data theft.

Disruptions in these systems could have an adverse impact on our operations. We could encounter difficulties in developing new systems or maintaining and upgrading existing systems. Such difficulties could lead to significant expenses or to losses due to disruption in our business operations. 22 In addition, our information technology systems are subject to the risk of infiltration or data theft.

In SaaS arrangements, the client cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period, 3. Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and 4.

In SaaS arrangements, the client cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period, 25 3. Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and 4.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Fair Value of Financial Instruments Management applies fair value accounting for significant financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. 23 Fair Value of Financial Instruments Management applies fair value accounting for significant financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements.

Contract Balances Contract assets arise when the revenue associated prior to our unconditional right to receive a payment under a contract with a customer ( i.e ., unbilled revenue) and are derecognized when either it becomes a receivable or the cash is received. There were no contract assets as of December 31, 2024 and 2023.

During the years ended December 31, 2024 and 2023, we completed the accounting for tax effects of the Tax Act under ASC 740. There were no impacts to the years ended December 31, 2024 and 2023. Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments.

During the years ended December 31, 2025 and 2024, we completed the accounting for tax effects of the Tax Act under ASC 740. There were no impacts to the years ended December 31, 2025 and 2024. Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments.

Actual results could differ from those estimates, and material effects on our consolidated operating results and consolidated financial position may result. Refer to Note 3, Summary of Significant Accounting Policies, in the accompanying consolidated financial statements, for a full description of our accounting policies.

Actual results could differ from those estimates, and material effects on our consolidated operating results and consolidated financial position may result. Refer to Note 2, Summary of Significant Accounting Policies, in the accompanying consolidated financial statements, for a full description of our accounting policies.

Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, 2024 and 2023.

Results of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024.

These expenses are recognized and expensed when incurred in accordance with Accounting Standard Codification (“ASC”) 340-40. Cost of Revenue Cost of revenues primarily represent data center hosting costs, consulting services and maintenance of our large data array that were incurred in delivering professional services and maintenance of our large data array during the periods presented.

These expenses are recognized and expensed when incurred in accordance with Accounting Standard Codification (“ASC”) 340-40 “ Components, Costs & Considerations” . 26 Cost of Revenue Cost of revenues primarily represent data center hosting costs, consulting services and maintenance of our large data array that were incurred in delivering professional services and maintenance of our large data array during the periods presented.

We do not maintain contracts in which the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service exceeds the one-year threshold. As of December 31, 2024, we had $354,083 of remaining performance obligations recorded as deferred revenue.

We do not maintain contracts in which the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service exceeds the one-year threshold. As of December 31, 2025, we had $158,750 of remaining performance obligations recorded as deferred revenue.

Contract liabilities arise when customers remit contractual cash payments in advance of our company satisfying our performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Deferred revenue for contract liabilities were $354,083 and $378,583 as of December 31, 2024 and 2023, respectively.

Contract liabilities arise when customers remit contractual cash payments in advance of our company satisfying our performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Deferred revenue for contract liabilities were $158,750 and $354,083 as of December 31, 2025 and 2024, respectively.

We expect to recognize sales relating to these existing performance obligations of during 2025. Costs to Fulfill a Contract Costs to fulfill a contract typically include costs related to satisfying performance obligations as well as general and administrative costs that are not explicitly chargeable to customer contracts.

We expect to recognize sales relating to these existing performance obligations throughout 2026. Costs to Fulfill a Contract Costs to fulfill a contract typically include costs related to satisfying performance obligations as well as general and administrative costs that are not explicitly chargeable to customer contracts.

SCWorx provides these solutions through a combination of direct sales and relationships with strategic partners. 22 SCWorx’s software solutions are delivered to its clients within a fixed term period, typically a three-to-five-year contracted term, where such software is hosted in SCWorx data centers (Amazon Web Service’s “AWS” or RackSpace) and accessed by such clients through a secure connection in a software as a service (“SaaS”) delivery method.

SCWorx’s software solutions are delivered to its clients within a fixed term period, typically a three-to-five-year contracted term, where such software is hosted in SCWorx data centers (Amazon Web Service’s “AWS” or RackSpace) and accessed by such clients through a secure connection in a software as a service (“SaaS”) delivery method.

Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. 27 The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of stock award.

For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Revenue For the years ended Accounts Receivable December 31, December 31, Customers 2024 2023 2024 2023 Customer A 15 % 12 % 11 % 7 % Customer B 13 % 11 % 18 % 22 % Customer C 20 % 15 % 20 % 12 % Customer D 3 % 12 % - % 7 % Customer E - % 1 % - % 15 % Customer F 7 % 5 % 27 % - % Allowance for Credit Losses Accounts receivable are comprised of amounts billed and currently due from customers.

For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Revenue For the years ended Accounts Receivable December 31, December 31, Customers 2025 2024 2025 2024 Customer A 15 % 15 % 32 % 11 % Customer B 14 % 13 % - % 18 % Customer C 19 % 20 % 8 % 20 % Customer D 7 % 7 % 11 % 27 % Allowance for Credit Losses Accounts receivable are comprised of amounts billed and currently due from customers.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Refer to Note 8, Commitments and Contingencies, for further information. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes.

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes.

Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements.

We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate.

We intend to use the additional capital raised during January 2025 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 2025.

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.

Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. Management reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.

Management reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.

Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable The Company recorded an allowance for credit losses of $20,000 as of December 31, 2024.

Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable The Company recorded allowances for credit losses of $55,200 and $20,000 as of December 31, 2025 and 2024, respectively. 24 Leases We determine if an arrangement is a lease at inception.

Financing Activities Net cash provided by financing activities was approximately $1,100,000 for the year ended December 31, 2024, consisting of proceeds loans payable of $995,000, and the sale of common stock of $168,000, partially offset by repayments of loans payable of $63,000. Net cash provided by financing activities was $483,000 for the year ended December 31, 2023.

Net cash provided by financing activities was approximately $1,100,000 for the year ended December 31, 2024, consisting of proceeds loans payable of $995,000, and the sale of common stock of $168,000, partially offset by repayments of loans payable of $63,000. Contractual Cash Obligations Refer to Note 8, Commitments and Contingencies, in the accompanying consolidated financial statements for additional detail.

SCWorx has developed and markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals. SCWorx’s software platform enables healthcare providers to simplify, repair, and organize its data (“data normalization”), allows the data to be utilized across multiple internal software applications (“interoperability”) and provides the basis for sophisticated data analytics (“big data”).

This decrease was primarily due to decreases in non-cash stock compensation expense of approximately $361,000, salaries and wages of $43,000, and bad debt expense of approximately $23,000, partially offset by an increase in Accounting fees of approximately $89,000 and legal and professional fees of approximately $53,000.

This decrease was primarily due to decreases in legal and professional fees of $432,000 and accounting fees of $41,000, partially offset by increases in non-cash stock compensation expense of approximately $61,000 and salaries and wages of $245,000.

As of December 31, 2024 and 2023, we had 9,048,072 and 180,390, respectively, common stock equivalents outstanding. 28 Indemnification We provide indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of our software.

As of December 31, 2025 and 2024, we had 54,177,461 and 9,038,072, respectively, common stock equivalents outstanding. Indemnification We provide indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of our software. In accordance with authoritative guidance for accounting for guarantees, we evaluate estimated losses for such indemnification.

The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants.

If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company also grants performance based restricted stock awards to employees and consultants. These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved.

The Company’s clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues that they have pertaining to data interoperability.

The Company’s clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues that they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and relationships with strategic partners.

Based on our current business plan, if we had sufficient capital resources, we anticipate that our operating activities would use a net of approximately $70,000 in cash per month over the next twelve months, or approximately $800,000.

However, there can be no guarantee of success, and any shortfall may impact our ability to raise additional funds if needed. Based on our current business plan, if we had sufficient capital resources, we anticipate that our operating activities would use a net of approximately $50,000 in cash per month over the next twelve months, or approximately $600,000.

The Company employs an expected credit loss model utilizing historical loss rates and historical trends in credit quality indicators (e.g., delinquency, risk ratings), adjusted to reflect current economic conditions and knowledge or customer relationships. 24 Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations.

If a loss is probable but the amount of loss cannot be reasonably estimated, we disclose the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred.

If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, we disclose the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made).

The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. In addition, we have directors’ and officers’ liability insurance coverage that is intended to reduce our financial exposure and may enable us to recover any payments above the applicable policy retention.

In addition, we have directors’ and officers’ liability insurance coverage that is intended to reduce our financial exposure and may enable us to recover any payments above the applicable policy retention. 28 Contingencies From time to time, we may be involved in legal and administrative proceedings and claims of various types.

During the year ended December 31, 2024, we evaluated available evidence and concluded that we may not realize all the benefits of our deferred tax assets; therefore, a valuation allowance was established for our deferred tax assets. 27 ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

SaaS and Maintenance SaaS and Maintenance revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date on which our service is made available to customers. 26 Some contracts have payment terms that differ from the timing of revenue recognition, which requires us to assess whether the transaction price for those contracts include a significant financing component.

Some contracts have payment terms that differ from the timing of revenue recognition, which requires us to assess whether the transaction price for those contracts include a significant financing component.

To date, no such claims have been filed against our company and no liability has been recorded in our financial statements. As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our company’s request in such capacity.

As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our company’s request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited.

Contractual Cash Obligations Refer to Note 8, Commitments and Contingencies, in the accompanying consolidated financial statements for additional detail. 31 Off-Balance Sheet Arrangements As of December 31, 2024 and 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Off-Balance Sheet Arrangements As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

This decrease was primarily due to the expiration and non-renewal of certain customer contracts. Cost of Revenues Cost of revenues for the year ended December 31, 2024 was $2,243,614, compared to $2,535,865 for the year ended December 31, 2023. The $292,251 decrease is primarily related to a decrease in labor costs during the current year.

This decrease was primarily due to the expiration and non-renewal of certain customer contracts partially offset by new customer contracts. Cost of Revenues Cost of revenues for the year ended December 31, 2025 was $1,957,923, compared to $2,243,614 for the year ended December 31, 2024.

We have lease agreements with lease components only, none with non-lease components, which are generally accounted for separately. Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination.

Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset.

The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future.

Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The current portion of lease obligations are included in accounts payable and accrued liabilities on the consolidated balance sheets. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease.

No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing for materials, and competition.

No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions.

Our operating results for the years ended December 31, 2024 and 2023 are summarized as follows: Years ended December 31, 2024 December 31, 2023 Difference Revenue $ 2,989,599 $ 3,804,943 $ (815,344 ) Cost of revenues 2,243,614 2,535,865 (292,251 ) Operating expenses 2,005,411 2,719,740 (714,329 ) Other income (expense) 123,201 (2,530,482 ) 2,653,683 Provision for income taxes - - - Net loss $ (1,136,225 ) $ (3,981,144 ) $ 2,844,919 29 Revenues Revenue for the year ended December 31, 2024 was $2,989,599, compared to $3,804,943 in revenue for the year ended December 31, 2023.

Our operating results for the years ended December 31, 2025 and 2024 are summarized as follows: Years Ended December 31, 2025 December 31, 2024 Difference Revenue $ 2,877,629 $ 2,989,599 $ (111,970 ) Cost of revenues 1,957,923 2,243,614 (285,691 ) Operating expenses 1,878,425 2,005,411 (126,986 ) Other income (expense) (3,485,390 ) 123,201 (3,608,591 ) Provision for income taxes - - - Net loss $ (4,444,109 ) $ (1,136,225 ) $ (3,307,884 ) 29 Revenues Revenue for the year ended December 31, 2025 was $2,877,629, compared to $2,989,599 in revenue for the year ended December 31, 2024.

Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior.

The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility.

These awards will vest if certain employee\consultant-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each award will convert into a designated number of the Company’s common stock. If minimum performance thresholds are not achieved, then no shares will be issued.

If minimum performance thresholds are achieved, each award will convert into a designated number of the Company’s common stock. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period.

The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance.

Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. The Company’s normal collection cycle ranges between thirty and 60 days. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance.

The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of stock award. The stock-based compensation expense for such modification is accounted for as a repurchase of the original award and the issuance of a new award.

The stock-based compensation expense for such modification is accounted for as a repurchase of the original award and the issuance of a new award. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate.

However, there can be no guarantee of success, and any shortfall may impact our ability to raise additional funds if needed. 30 Cash Flows Years ended December 31, 2024 2023 Net cash used in operating activities $ (1,084,292 ) $ (806,164 ) Net cash provided by investing activities - 165,000 Net cash provided by financing activities 1,099,510 483,138 Change in cash $ 15,218 $ (158,026 ) Our operations through December 31, 2024 have resulted in negative cash flows from operations of $1,084,292.

Cash Flows Years ended December 31, 2025 2024 Net cash used in operating activities $ (1,543,610 ) $ (1,084,292 ) Net cash used in by investing activities (30,643 ) - Net cash provided by financing activities 3,112,038 1,099,510 Change in cash $ 1,537,785 $ 15,218 Our operations through December 31, 2025 have resulted in negative cash flows from operations of $1,543,610.

As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest.

In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled.

In accordance with authoritative guidance for accounting for guarantees, we evaluate estimated losses for such indemnification. We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.

We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against our company and no liability has been recorded in our financial statements.

Our Business SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers and big data analytics for the healthcare industry. SCWorx has developed and markets health information technology solutions and associated services that improve healthcare processes and information flow within hospitals.

Factors that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing for materials, and competition. 21 Our Business SCWorx is a provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers and big data analytics for the healthcare industry.

Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. 23 Cash Cash is maintained with various financial institutions. Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits.

Cash Cash is maintained with various financial institutions. Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits.

The Company expects neither of these increases will continue into 2025 Other income of $123,201 during the year ended December 31, 2024 consisted of a gain on forgiveness of payables of $227,402, partially offset by interest expense of $104,201.

Other income of $123,201 during the year ended December 31, 2024 consisted of a gain on forgiveness of payables of approximately $227,000, partially offset by interest expense of $104,000 related to debt agreements and the amortization of debt discounts. Liquidity and Capital Resources Liquidity As of year-end, we are experiencing negative cash flows from operations.

Overall gross profit for the year ended December 31, 2024 decreased by approximately 41% from the prior year due to non-renewals of contracts outpacing cost reductions. Operating Expenses Operating expenses decreased $714,329 to $2,005,411 for the year ended December 31, 2024, as compared to $2,719,740 in the same period of 2023.

Operating Expenses Operating expenses decreased $126,986 to $1,878,425 for the year ended December 31, 2025, as compared to $2,005,411 in the same period of 2024.

In order to remedy this liquidity deficiency and fund the future growth of our business, we entered into a securities purchase agreement on January 17, 2025 for gross proceeds of $1,500,000. We intend to utilize these funds to pursue growth through the expansion of our sales force, product offering and project capabilities.

However, we believe cash on hand to be sufficient to fund our operations and the implementation of our business plan. We intend to utilize these funds to pursue growth through the expansion of our sales force, product offering and project capabilities.

Removed

The Company has assessed all receivables are collectable and did not record an allowance for credit losses as of December 31, 2023. Leases We determine if an arrangement is a lease at inception. The current portion of lease obligations are included in accounts payable and accrued liabilities on the consolidated balance sheets.

Added

We have lease agreements with lease components only, none with non-lease components, which are generally accounted for separately. Management has elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

Removed

Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period.

Added

Removed

Contingencies From time to time, we may be involved in legal and administrative proceedings and claims of various types. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated.

Added

During the year ended December 31, 2025, we evaluated available evidence and concluded that we may not realize all the benefits of our deferred tax assets; therefore, a valuation allowance was established for our deferred tax assets.

Removed

Accounting fees increased in the current year due to the Company’s change of independent registered accounting firm. Legal fees increased during the current year as the company strived to settle the remaining pending litigation matters.

Added

We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 8, Commitments and Contingencies, for further information.

Removed

We had other losses of $2,530,482 during the year ended December 31, 2023 consisting of write-down of goodwill of $2,524,034 and interest expense of $6,448. Liquidity and Capital Resources Going Concern As of December 31, 2024, we had only limited cash on hand, a working capital deficit of $1,333,171 and accumulated deficit of $30,976,066.

Added

The $285,691 decrease is primarily related to a decrease in labor costs as well as decreases in our cloud hosting costs. Overall gross profit for the year ended December 31, 2025 increased by approximately 23% from the prior year due to reductions in our costs of revenues.

Removed

During the year ended December 31, 2024, we had a net loss of $1,136,225 and used $1,084,292 of cash in operations. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that these conditions raise substantial doubt about our ability to continue as a going concern.

Added

The increase in Salaries during the current year was due to the Company’s hiring of a Chief Technology Officer to manage its IT infrastructure. Legal fees decreased significantly during the current year due to the final settlement of all pending litigation matters. The remaining difference is due to other small account fluctuations.

Removed

This may hinder our ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.

Added

Other expense of $3,485,390 during the year ended December 31, 2025 consisted of a non-cash interest expense and amortization of debt discounts of approximately $2,985,000, non-cash warrant modification expense of $565,000 and loss on stock issued for legal settlement of $78,000, partially offset by a gain on forgiveness of payables of $144,000.

Removed

Added

However, during the year ended December 31, 2025, the Company’s net increase in cash resulted in a net change of $1,537,785 and cash of $1,644,439 at December 31, 2025. We believe this is sufficient reserves to maintain company operations for at least the next twelve months while we work toward being cashflow positive.

Removed

Liquidity As of year-end, we experienced a working capital deficiency, had limited cash on hand, and we are experiencing negative cash flows from operations. Consequently, we had an immediate need for additional capital to fund our operations and the implementation of our business plan.

Added

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.

Removed

However, there is no assurance we will be able to increase our revenue sufficiently so as to generate positive operating cash flows within this time frame.

Added

Investing Activities Net cash used in investment activities was approximately $31,000 for the year ended December 31, 2025, due to the Company’s capitalization of internal development costs related to new software assets of $20,000 and purchases of equipment of $11,000. The Company did not have any investing activities during the year ended December 31, 2024.

Removed

Investing Activities The Company did not have any investing activities during the year ended December 31, 2024. The Company received $165,000 in investing activities during the year ended December 31, 2023 related to a potential reverse acquisition. Under the terms of the agreement, all funds received by the Company were contributed upon the termination of the acquisition agreement.

Added

Financing Activities Net cash provided by financing activities was approximately $3,112,000 for the year ended December 31, 2025, consisting of proceeds from loans payable of $1,385,000 and warrant exercises of $1,822,000, partially offset by repayments of loans payable of approximately $27,000 and repayments of shareholder advance of $68,000.

Removed

This consisted of $573,000 in proceeds from a common stock placement and $194,000 in proceeds from advances, partially offset by repayments of $194,000 in proceeds from advances, $57,000 in repayments on notes payable and $32,000 in payments on shareholder advance.

Top changes in SCWorx Corp.'s 2025 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other WORX 10-K year-over-year comparisons