The massive share overhang (17.6x float) will likely pressure WORX shares as selling stockholders can begin selling once the S-3 is effective. Watch for the effective date and any subsequent 8-K or prospectus supplement announcing actual sales. Monitor Nasdaq compliance updates — delisting would impair the S-3 and force a Form S-1 filing.
Price Chart
Executive Summary
SCWorx filed an S-3 registration statement to register up to 13,099,253 shares of common stock for resale by selling stockholders, comprising 399,860 outstanding shares and up to 12,599,393 shares issuable upon exercise of outstanding warrants. The company will not receive any proceeds from the resale, but could receive up to ~$32.5 million if all warrants are exercised for cash. The filing comes as the company is on thin ice with Nasdaq (reinstated under a Panel Monitor period on Oct 2, 2026) and had only $1.26M cash as of June 30, 2026, with a market cap of roughly $1.5M at the $2.01 reference price — the registered shares represent ~17.6x the current float of 742,099 shares, creating massive overhang.
Key Facts
- S-3 registers up to 13,099,253 shares for resale by selling stockholders, vs 742,099 shares outstanding as of Oct 9, 2026 — a dilution of ~1,765% if all shares are issued and sold.
- Company will not receive any proceeds from the resale; may receive up to ~$32.5M if all warrants are exercised for cash, but many can be exercised on a cashless basis.
- Nasdaq Hearings Panel granted reconsideration on Oct 2, 2026; stock resumed trading Oct 7, 2026 under a Panel Monitor period — delisting risk remains.
- Cash balance was $1,263,478 as of June 30, 2026, with total current assets of $1,698,979 and total current liabilities of $775,632.
- The company effected a 1-for-15 reverse stock split in April 2026 and a 1-for-12 reverse split effective August 3, 2026.
- Selling stockholders include Iroquois Master Fund, Iroquois Capital Investment Group, Aramas Capital Management, and other institutional holders, all subject to 4.99% or 9.99% beneficial ownership limitations.
Financial Impact
Up to 13,099,253 shares registered for resale, representing ~17.6x the current outstanding share count of 742,099. At the $2.01 reference price, the registered shares have a market value of ~$26.3M, compared to a market cap of ~$1.5M.
Risk Factors
- Massive dilution risk: registered shares represent ~1,765% of current outstanding shares.
- Nasdaq delisting risk remains despite the Panel's Oct 2, 2026 decision — failure to maintain compliance would impair the S-3.
- Warrant exercise price adjustments could increase the number of shares issuable, worsening dilution.
- Company has limited cash ($1.26M) and may need to raise additional capital, potentially on unfavorable terms.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001213900-26-110177 |
| Document: ea030869201ex5-1.htm | 0001213900-26-110177 |
| Document: ea030869201ex-fee.htm | 0001213900-26-110177 |
| Document: ea030869201ex23-1.htm | 0001213900-26-110177 |
| Document: 0001213900-26-110177-index-headers.html | 0001213900-26-110177 |
| Document: 0001213900-26-110177-index.html | 0001213900-26-110177 |
| Document: 0001213900-26-110177.txt | 0001213900-26-110177 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | EFFECT | $2.29 | awaiting T+1 | — | $2.05 (+10.48%) |
Oct 23, 2026 3d ago | S-3/A | $2.19 $2.05 | ▲ +6.39% | ▲ +7.10% | $2.05 (+6.39%) |
Oct 16, 2026 10d ago | S-3 | $1.38 $2.68 | ▼ −94.20% | ▼ −93.78% | $2.05 (−48.55%) |
Oct 5, 2026 21d ago | 8-K | $5.52 $7.25 | ▲ +31.34% | ▲ +30.79% | $2.05 (−62.86%) |
Oct 5, 2026 21d ago | Press Release | $4.00 | awaiting T+1 | — | $2.05 (−48.75%) |
Sep 23, 2026 4w ago | SC 13G | $1.06 $1.06 | · 0.00% | ▼ −0.54% | $2.05 (+93.40%) |
Sep 23, 2026 4w ago | 8-K | $1.06 $1.06 | · 0.00% | ▲ +0.54% | $2.05 (−93.40%) |
Sep 22, 2026 4w ago | 8-K | $2.55 | awaiting T+1 | — | $2.05 (+19.61%) |
Sep 4, 2026 7w ago | 8-K | $1.06 $1.06 | · 0.00% | ▼ −0.46% | $2.05 (−93.40%) |
Aug 6, 2026 11w ago | Press Release | $4.55 $5.50 | ▲ +20.88% | ▲ +20.27% | $2.05 (−54.95%) |
US Market Status
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