Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37899

SCWORX CORP.

(Exact name of registrant as specified in its charter)

Delaware		47-5412331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 S Ashley Dr, Suite 100

Tampa, FL 33602

(Address of principal executive offices, including zip code)

(212) 739-7825

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value per share		WORX		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of the registrant’s common stock outstanding at November 14, 2024: 1,626,967

SCWorx Corp.

Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements (unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

Exhibit Index		28

Signatures		29

Cautionary Statement Regarding Forward-Looking Statements

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Form 10-Q are forward-looking statements. These statements, among other things, relate to our business strategy, goals and expectations concerning our future operations, prospects, plans and objectives of management. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, and similar terms and phrases are used to identify forward-looking statements in this presentation.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Form 10-Q include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook and increased operating expenses.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to our ability to:

●

reverse the recent decline in our revenue and resume growing our revenue;

●

resolve the various litigation proceedings pending against us on favorable terms or at all;

●

obtain additional financing in sufficient amounts or on acceptable terms so that we can fund our business plan;

●

reduce our dependence on third-party subcontractors to perform some of the work on our contracts;

●

mitigate the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business;

●

mitigate the impact of the COVID-19 pandemic on our revenues;

●

adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; and

●

mitigate the impact of 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.

Although we believe that the expectations reflected in the forward-looking statements contained in this Form 10-Q are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. In light of inherent risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Form 10-Q.

You should read this Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

All references to “SCWorx,” “we,” “us,” “our” or the “Company” mean SCWorx Corp., a Delaware corporation, and where appropriate, its wholly owned subsidiaries.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

		Page
		Number
Condensed consolidated balance sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)		2

Unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023		3

Unaudited condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2024		4

Unaudited condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2023		5

Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023		6

Notes to unaudited condensed consolidated financial statements		7

SCWorx Corp.

Condensed Consolidated Balance Sheets

	September 30, 2024			December 31, 2023
	(unaudited)			(audited)
ASSETS
Current assets:
Cash	$	87,666		$	91,436
Accounts receivable, net		546,916			304,813
Prepaid expenses and other assets		45,383			39,533
Total current assets		679,965			435,782

Goodwill		5,842,433			5,842,433
Total assets	$	6,522,398		$	6,278,215

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	1,611,668		$	1,738,364
Accounts payable and accrued liabilities - related party		149,838			149,838
Shareholder advance		67,622			67,622
Deferred revenue		159,333			378,583
Loans payable		41,949			-
Total current liabilities		2,030,410			2,334,407

Long-term liabilities:
Loans payable, net of current maturities		-			90,359
Convertible loans payable, net of discounts		7,112			-
Total long-term liabilities		7,112			90,359

Total liabilities		2,037,522			2,424,766

Commitments and contingencies (Note 6)

Stockholders’ equity:
Series A Convertible Preferred stock, $0.001 par value; 900,000 shares authorized; 39,810 shares issued and outstanding		40			40
Common stock, $0.001 par value; 45,000,000 shares authorized; 1,599,367 and 1,232,333 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		1,599			1,232
Additional paid-in capital		35,264,013			33,692,018
Accumulated deficit		(30,780,776	)		(29,839,841	)
Total stockholders’ equity		4,484,876			3,853,449

Total liabilities and stockholders’ equity	$	6,522,398		$	6,278,215

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SCWorx Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2024			2023			2024			2023

Revenue	$	759,724		$	906,099		$	2,313,850		$	2,894,647
Cost of revenue		627,148			666,808			1,726,314			1,972,300
Gross profit		132,576			239,291			587,536			922,347

Operating expenses:
Legal and professional		253,603			305,879			737,157			706,350
Salaries and wages		75,480			78,046			199,475			247,581
Stock compensation		-			40,547			-			336,293
General and administrative		196,991			672,801			530,005			1,037,985
Total operating expenses		526,074			1,097,273			1,466,637			2,328,209

Loss from operations		(393,498	)		(857,982	)		(879,101	)		(1,405,862	)

Other income (expense)
Interest expense		(31,465	)		(276	)		(61,834	)		(6,208	)
Total other income (expense)		(31,465	)		(276	)		(61,834	)		(6,208	)

Net loss before income taxes		(424,963	)		(858,258	)		(940,935	)		(1,412,070	)

Provision for (benefit from) income taxes		-			-			-			-

Net loss	$	(424,963	)	$	(858,258	)	$	(940,935	)	$	(1,412,070	)

Net loss per share, basic and diluted	$	(0.27	)	$	(0.76	)	$	(0.69	)	$	(1.45	)

Weighted average common shares outstanding, basic and diluted		1,560,213			1,126,541			1,367,162			972,831

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SCWorx Corp.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Three months ended	Preferred Stock				Common stock				Additional paid-in		Accumulated
September 30, 2024	Shares		$		Shares		$		capital		deficit			Total

Balances, June 30, 2024		39,810	$	40		1,366,211	$	1,366	$	33,963,128	$	(30,355,813	)	$	3,608,721

Shares issued as settlement of accounts payable		-		-		35,328		35		56,136		-			56,171
Shares issued for legal settlement		-		-		197,828		198		271,549		-			271,747
Issuance of warrants in conjunction with convertible loans		-		-		-		-		973,200		-			973,200
Net loss		-		-		-		-		-		(424,963	)		(424,963	)
Ending balance, September 30, 2024		39,810	$	40		1,599,367	$	1,599	$	35,264,013	$	(30,780,776	)	$	4,484,876

Nine months ended	Preferred Stock				Common stock				Additional paid-in			Accumulated
September 30, 2024	Shares		$		Shares		$		capital			deficit			Total

Balances, December 31, 2023		39,810	$	40		1,232,333	$	1,232	$	33,692,018		$	(29,839,841	)	$	3,853,449

Shares issued as settlement of accounts payable		-		-		130,039		130		239,685			-			239,815
Shares issued for legal settlement		-		-		235,328		235		359,112			-			359,347
Shares issued for vested restricted stock units		-		-		1,667		2		(2	)		-			-
Issuance of warrants in conjunction with convertible loans		-		-		-		-		973,200			-			973,200
Net loss		-		-		-		-		-			(940,935	)		(940,935	)
Ending balance, September 30, 2024		39,810	$	40		1,599,367	$	1,599	$	35,264,013		$	(30,780,776	)	$	4,484,876

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SCWorx Corp.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Three months ended	Preferred Stock				Common stock				Additional paid-in			Accumulated
September 30, 2023	Shares		$		Shares		$		capital			deficit			Total

Balances, June 30, 2023		39,810	$	40		1,077,325	$	1,077	$	33,005,700		$	(26,412,509	)	$	6,594,308

Shares issued as settlement of accounts payable		-		-		21,477		21		71,957			-			71,978
Shares issued under equity line of credit		-		-		94,056		94		311,125			-			311,219
Shares issued for vested restricted stock units		-		-		956		1		(1	)		-			-
Stock based compensation		-		-		-		-		40,547			-			40,547
Net loss		-		-		-		-		-			(858,258	)		(858,258	)
Ending balance, September 30, 2023		39,810	$	40		1,193,814	$	1,193	$	33,429,328		$	(27,270,767	)	$	6,159,794

Nine months ended	Preferred Stock				Common stock				Additional paid-in			Subscriptions			Accumulated
September 30, 2023	Shares		$		Shares		$		capital			payable			deficit			Total

Balances, December 31, 2022		39,810	$	40		867,361	$	867	$	32,034,310		$	600,000		$	(25,858,697	)	$	6,776,520

Shares issued as settlement of accounts payable		-		-		31,549		32		116,113			-			-			116,145
Shares issued under equity line of credit		-		-		134,054		134		342,772			-			-			342,906
Shares issued for vested restricted stock units		-		-		16,155		16		(16	)		-			-			-
Shares issued for settlement of class action		-		-		129,457		129		599,871			(600,000	)		-			-
Shares issued for cashless exercise of warrants		-		-		15,238		15		(15	)								-
Stock based compensation		-		-		-		-		336,293			-			-			336,293
Net loss		-		-		-		-		-			-			(1,412,070	)		(1,412,070	)
Ending balance, September 30, 2023		39,810	$	40		1,193,814	$	1,193	$	33,429,328		$	-		$	(27,270,767	)	$	6,159,794

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SCWorx Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months ended
	September 30,
	2024			2023

Cash flows from operating activities:
Net loss	$	(940,935	)	$	(1,412,070	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		37,112			-
Stock-based compensation		-			336,293
Common stock issued for settlement of payables		239,815			-
Common stock issued for legal settlements		74,053			-
Credit loss expense		25,500			64,000
Changes in operating assets and liabilities:
Accounts receivable		(267,603	)		(50,650	)
Prepaid expenses and other assets		(5,850	)		10,147
Accounts payable and accrued liabilities		107,298			538,998
Deferred revenue		(219,250	)		(188,000	)
Net cash used in operating activities		(949,860	)		(701,282	)

Net cash from investing activities:		-			-

Cash flows from financing activities:
Proceeds from the sale of common stock		-			572,906
Proceeds from loans payable		994,500			-
Payments on loans payable		(48,410	)		(47,847	)
Payments of shareholder advance		-			(24,283	)
Proceeds from accounts payable and accrued liabilities - related party		128,479			183,558
Payments on accounts payable and accrued liabilities - related party		(128,479	)		(160,085	)
Net cash provided by financing activities		946,090			524,249

Net decrease in cash		(3,770	)		(177,033	)

Cash, beginning of period		91,436			249,462

Cash, end of period	$	87,666		$	72,429

Supplemental disclosures of cash flow information:
Cash paid for interest	$	30,499		$	5,932
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Shares issued for vested restricted stock units	$	2		$	16
Shares issued for settlement of class action	$	-		$	600,000
Shares issued for cashless exercise of warrants	$	-		$	15
Shares issued for accrued legal settlement	$	285,294		$	-
Warrants issued in conjunction with convertible loans	$	973,200		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SCWorx Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Nature of Business

SCWorx, LLC (n/k/a SCW FL Corp.) (“SCW LLC”) was a privately held limited liability company which was organized in Florida on November 17, 2016. On December 31, 2017, SCW LLC acquired Primrose Solutions, LLC (“Primrose”), a Delaware limited liability company, which became its wholly-owned subsidiary and focused on developing functionality for the software now used and sold by SCWorx Corp. (the “Company” or “SCWorx”). The majority interest holders of Primrose were interest holders of SCW LLC and based upon Staff Accounting Bulletin Topic 5G, the technology acquired has been accounted for at predecessor cost of $0. To facilitate the planned acquisition by Alliance MMA, Inc., a Delaware corporation (“Alliance”), on June 27, 2018, SCW LLC merged with and into a newly-formed entity, SCWorx Acquisition Corp., a Delaware corporation (“SCW Acquisition”), with SCW Acquisition being the surviving entity. Subsequently, on August 17, 2018, SCW Acquisition changed its name to SCWorx Corp. On November 30, 2018, the Company and certain of its stockholders agreed to cancel 6,510 shares of common stock. In June 2018, the Company began to collect subscriptions for common stock. From June to November 2018, the Company collected $1,250,000 in subscriptions and issued 3,125 shares of common stock to new third-party investors. In addition, on February 1, 2019, (i) SCWorx Corp. (f/k/a SCWorx Acquisition Corp.) changed its name to SCW FL Corp. (to allow Alliance to change its name to SCWorx Corp.) and (ii) Alliance acquired SCWorx Corp. (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. On March 16, 2020, in response to the COVID-19 pandemic, SCWorx established a wholly-owned subsidiary, Direct-Worx, LLC to endeavor to source and provide critical, difficult-to-find items for the healthcare industry which it has since ceased.

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

The effects of the reverse stock split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.

Operations of the 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. 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”). 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. 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.

SCWorx empowers healthcare providers to maintain comprehensive access and visibility to an advanced business intelligence that enables better decision-making and reductions in product costs and utilization, ultimately leading to accelerated and accurate patient billing. SCWorx’s software modules perform separate functions as follows:

●

virtualized Item Master File repair, expansion and automation;

●

CDM management;

●

contract management;

●

request for proposal automation;

●

rebate management;

●

big data analytics modeling; and

●

data integration and warehousing.

SCWorx continues to provide transformational data-driven solutions to some of the finest, most well-respected healthcare providers in the United States. Clients are geographically dispersed throughout the country. The Company’s focus is to assist healthcare providers with issues they have pertaining to data interoperability. SCWorx provides these solutions through a combination of direct sales and relationships with strategic partners.

SCWorx’s software solutions are delivered to 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 the client through a secure connection in a software as a service (“SaaS”) delivery method.

SCWorx currently sells its solutions and services in the United States to hospitals and health systems through its direct sales force and its distribution and reseller partnerships.

Impact of the COVID-19 Pandemic

The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic which spread throughout the United States and the world. The outbreak adversely impacted new customer acquisition. The Company has followed the recommendations of local health authorities to minimize exposure risk for its team members since the outbreak.

In addition, the Company’s customers (hospitals) also experienced extraordinary disruptions to their businesses and supply chains, while experiencing unprecedented demand for health care services related to COVID-19. As a result of these extraordinary disruptions to the Company’s customers’ business, the Company’s customers were focused on meeting the nation’s health care needs in response to the COVID-19 pandemic. As a result, the Company believes that its customers were not able to focus resources on expanding the utilization of the Company’s services, which has adversely impacted the Company’s growth prospects, at least until the adverse effects of the pandemic subside. In addition, the financial impact of COVID-19 on the Company’s hospital customers could cause the hospitals to delay payments due to the Company for services, which could negatively impact the Company’s cash flows.

Note 2. Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern.

The Company has suffered recurring losses from operations and incurred a net loss of $940,935 for the nine months ended September 30, 2024 and $3,981,144 for the year ended December 31, 2023. The accumulated deficit as of September 30, 2024 was $30,780,776. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its operating losses will continue and, as a result, the Company will eventually need to generate significant increases in product revenues to achieve profitability. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date.

As of the filing date of this Report, the Company has only limited cash on hand, and management believes that there may not be sufficient capital resources from operations and existing financing arrangements in order to meet operating expenses and working capital requirements for the next twelve months.

Accordingly, the Company is evaluating various alternatives, including reducing operating expenses, securing additional financing through debt or equity securities to fund future business activities and other strategic alternatives. There can be no assurance that the Company will be able to generate the level of operating revenues in its business plan, or if additional sources of financing will be available on acceptable terms, if at all. If no additional sources of financing are available, our future operating prospects may be adversely affected. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto contained in its report on Form 10-K for the year ended December 31, 2023, filed with the SEC on September 23, 2024.

The accompanying unaudited condensed consolidated financial statements include the accounts of SCWorx and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at September 30, 2024, the results of its operations for the three and nine months ended September 30, 2024 and cash flows for the nine months ended September 30, 2024. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for future quarters or the full year.

Reclassifications

Certain balances in previously issued unaudited condensed consolidated financial statements have been reclassified to be consistent with the current period presentation. The reclassification had no impact on total financial position, net loss, or stockholders’ equity.

Cash

Cash is maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company did not have amounts in excess of the FDIC insured limit as of September 30, 2024 and December 31, 2023.

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 unaudited condensed consolidated financial statements on a recurring basis. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 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.

Fair value of stock options and warrants

Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data.

Concentration of Credit and Other Risks

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing internal credit evaluations of its customers’ financial condition, obtains deposits and limits the amount of credit extended when deemed necessary but generally requires no collateral.

Significant customers are those which represent more than 10% of the Company’s revenue for each period presented, or the Company’s accounts receivable balance as of each respective balance sheet date. 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						Accounts
	nine months ended						Receivable
	September 30,						September 30,
Customers	2024			2023			2024			2023
Customer A		14	%		11	%		4	%		12	%
Customer B		13	%		10	%		12	%		10	%
Customer C		19	%		15	%		59	%		12	%
Customer D		3	%		12	%		-	%		6	%

Allowance for Credit Losses

Accounts receivable are comprised of amounts billed and currently due from customers. Accounts receivable are amounts related to any unconditional right the Company has for receiving consideration and are presented as accounts receivable in the condensed consolidated balance sheets. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. 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.

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. 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 has assessed that certain receivables may not be collectable and has recorded an allowance for credit losses of $20,000 as of September 30, 2024. The Company did not record an allowance for credit losses as of December 31, 2023.

Goodwill

Goodwill is recorded as the difference, if any, 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 reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606 to depict the transfer of promised goods or services in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Topic 606 the Company performs 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

The Company follows the accounting revenue guidance under Topic 606 to determine whether contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer.

The Company has identified the following performance obligations in its SaaS contracts with customers:

Data Normalization: which includes data preparation, product and vendor mapping, product categorization, data enrichment and other data related services,

Software-as-a-service (“SaaS”): which is generated from clients’ access of and usage of the Company’s hosted software solutions on a subscription basis for a specified contract term, which is usually annually. 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,

Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and

Professional Services: mainly related to specific customer projects to manage and/or analyze data and review for cost reduction opportunities

A contract will typically include Data Normalization, SaaS and Maintenance, which are distinct performance obligations and are accounted for separately. The transaction price is allocated to each separate performance obligation on a relative stand-alone selling price basis. Significant judgement is required to determine the stand-alone selling price for each distinct performance obligation and is typically estimated based on observable transactions when these services are sold on a stand-alone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when the performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the good or service, and the customer is able to direct the use of, and obtain substantially all the remaining benefits from, the good or service.

The Company’s SaaS and Maintenance contracts typically have termination for convenience without penalty clauses and accordingly, are generally accounted for as month-to-month agreements. If it is determined that the Company has not satisfied a performance obligation, revenue recognition will be deferred until the performance obligation is deemed to be satisfied.

Revenue recognition for the Company’s performance obligations are as follows:

Data Normalization and Professional Services

The Company’s Data Normalization and Professional Services are typically fixed fee. When these services are not combined with SaaS or Maintenance revenues as a single unit of accounting, these revenues are recognized as the services are rendered and when contractual milestones are achieved and accepted by the customer. When these services are combined with SaaS or Maintenance revenues, revenues recognized ratably over the period of the contract.

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 the Company’s service is made available to customers.

The Company does have some contracts that have payment terms that differ from the timing of revenue recognition, which requires the Company to assess whether the transaction price for those contracts include a significant financing component. The Company has elected the practical expedient that permits an entity to not adjust for the effects of a significant financing component if it expects that at the contract inception, 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 will be one year or less. The Company does 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.

The Company has one revenue stream, from the SaaS business, and believes it has presented all varying factors that affect the nature, timing and uncertainty of revenues and cash flows.

Remaining Performance Obligations

As of September 30, 2024 and December 31, 2023, the Company had $159,333 and $378,583, respectively, of remaining performance obligations recorded as deferred revenue. The Company expects to recognize the revenue relating to the current performance obligations during the following 12 month period.

Costs to Obtain and 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. These expenses are recognized and expensed when incurred in accordance with ASC 340-40.

Cost of Revenues

Cost of revenues primarily represent data center hosting costs, consulting services and maintenance of the Company’s large data array that were incurred in delivering professional services and maintenance of the Company’s large data array during the periods presented.

Contract Balances

Contract assets arise when the associated revenue was earned prior to the Company’s unconditional right to receive a payment under a contract with a customer (unbilled revenue) and are derecognized when either it becomes a receivable or the cash is received. There were no contract assets as of September 30, 2024 and December 31, 2023.

Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. Contract liabilities were $159,333 and $378,583 as of September 30, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recognized revenue that was included in its contract liability balance at the end of the prior years of $365,083 and 513,833, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company has evaluated available evidence and concluded that the Company may not realize all the benefits of its deferred tax assets; therefore, a valuation allowance has been established for its deferred tax assets.

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 740-10-40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

There was no income tax expense for three and nine months ended September 30, 2024 and 2023.

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. 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.

The authoritative guidance also requires that the Company measures and recognizes 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.

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 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. 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. 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. These awards will vest if certain employeeconsultant-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. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the requisite service period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Refer to Note 7, Stockholders’ Equity, for additional detail.

Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants and the exercise of fully vested restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Indemnification

The Company provides indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of the Company’s software. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers 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 the Company and no liability has been recorded in its condensed consolidated financial statements.

As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable it to recover any payments above the applicable policy retention, should they occur.

Contingencies

The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible, and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the unaudited condensed consolidated financial statements. The Company reviews the developments in its contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company adjusts provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount.

Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of the reporting period.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to the allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Actual results could differ materially from those estimates.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Note 4. Loans Payable

CARES funding

On May 5, 2020, the Company obtained a $293,972 unsecured loan payable through the Paycheck Protection Program (“PPP”), which was enacted as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES ACT”). The funds were received from Bank of America through a loan agreement pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act and used for payroll costs, rent, mortgage interest, and utility costs during the 24 week period after the date of loan disbursement is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. While the full loan amount may be forgiven, the amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels or less than 60% of the loan proceeds are used for payroll costs. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness period for nine months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. In May 2022, the Company was granted an extension on the maturity date of this note until March 5, 2025. The loan was partially forgiven in the amount of $139,569 in September 2022. As of September 30, 2024 and December 31, 2023, the remaining balance was $41,949 and $90,359, respectively.

On April 12, 2024, the Company issued a secured promissory note in the face amount of $330,000, in exchange for which it received cash in the amount of $300,000. In addition to the original issue discount of $30,000, the note bears interest at the rate of 5% per annum, was originally due May 10, 2024 and subsequently extended until July 12, 2024 and is secured by all the Company assets. On July 15, 2024, the balance of the promissory note was rolled into a new convertible loan offering.

Convertible Loans

On July 15, 2024, the Company issued an aggregate $1,155,000 in convertible notes bearing interest at 10% per annum. The notes mature on December 31, 2025 and is convertible, into the Company’s common stock at a price of $1.43 per share, subject to certain adjustments, at the holder’s request. The noteholders and certain third parties were also granted detachable 5 year warrants to purchase an aggregate of 4,887,118 shares of the Company’s common stock at exercise prices ranging from $1.43 to $1.692 per share. The Company valued the warrants at $6,163,572 using the Black-Scholes pricing model. The Company has allocated the note proceeds based on relative fair value and has recorded the value of the warrants as a discount to the debt in the amount of $973,200. At September 30, 2024, the principal balances were still outstanding and is included on the Company’s condensed consolidated balance sheets net of discounts at $7,112. The Company has accrued interest for the notes in the amount of $24,223, which is included in accounts payable and accrued liabilities on the Company’s unaudited condensed consolidated balance sheets.

Note 5. Leases

Operating Leases

The Company’s principal executive office in Tampa Florida is under a month-to-month arrangement with a base rent of $250 per month. The Company also leases office space in New York, New York under a similar month-to-month arrangement.

The Company has operating leases for corporate, business and technician offices. Leases with a probable term of 12 months or less, including month-to-month agreements, are not recorded on the unaudited condensed consolidated balance sheets, unless the arrangement includes an option to purchase the underlying asset, or an option to renew the arrangement, that the Company is reasonably certain to exercise (short-term leases). The Company recognizes lease expense for these leases on a straight-line bases over the lease term. The Company’s only remaining lease is month-to-month. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (common-area maintenance costs) from lease components (fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component.

For the three and nine months ended September 30, 2024 and 2023, the components of lease expense were as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,206	$	392	$	3,339	$	1,262
Total lease cost	$	1,206	$	392	$	3,339	$	1,262

As of September 30, 2024 and December 31, 2023, the Company had no additional operating leases, other than those noted above, and no financing leases.

Note 6. Commitments and Contingencies

In conducting its business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If 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. 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. 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. 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”) which is included in accounts payable and accrued liabilities on the Company’s unaudited condensed consolidated balance sheet at December 31, 2023. 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. On July, 18, 2024, the Company issued the first tranche of common stock under this agreement valued at $218,094. The remaining balance of $283,906 owed under the settlement agreement is included accounts payable and accrued liabilities in the Company’s unaudited condensed consolidated balance sheet at September 30, 2024.

Hadrian Equities Partners, LLC et ano. v. SCWorx Corp,

Case No. 22-cv-07096 (JLR) (S.D.N.Y)

On August 19, 2022, Hadrian Equities Partners, LLC and the Phillip W. 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. 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. 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. The Company has accrued for this liability which is included in accounts payable and accrued liabilities on the Company’s unaudited condensed consolidated balance sheet at December 31, 2023. The cash payment was made in July 2024, and the shares were issued in May 2024.

Carole R. Bernstein, Esq. v. SCWorx Corp.

As previously disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2023, on June 7, 2023, Carole R. Bernstein, Esq. filed a complaint in the United States District Court for the Southern District of New York against the Company. The complaint alleged that the Company breached its engagement agreement with Ms. Bernstein by failing to pay legal fees when due. Ms. Bernstein sought to recover $69,164 fees owing for services, plus interest, costs, including her attorney’s fees. The Company has accrued for this liability which is included in accounts payable and accrued liabilities on the Company’s unaudited condensed consolidated balance sheets at September 30, 2024 and December 31, 2023. The Company and the Plaintiff have since entered into a settlement agreement dated July 12, 2024, under which the Company agreed to pay Plaintiffs $80,000 in two equal installments of $40,000, the first $40,000 of which was paid August 9, 2024, and the second $40,000 of which was paid October 8, 2024.

Note 7. Stockholders’ Equity

Authorized Shares

The Company has 45,000,000 Common shares and 900,000 Series A convertible preferred shares authorized with a par value of $0.001 per share.

Common Stock

Issuance of Shares for Vested Restricted Stock Units

March 27, 2024, the Company issued 1,667 shares of common stock to a holder of fully vested restricted stock units.

Issuance of Shares as Settlement of Accounts Payable

Between February 6, 2024 and July 11, 2024, the Company issued an aggregate 130,039 shares of common stock in full settlement of $239,815 of accounts payable. The shares had fair values ranging from $1.20 to $2.65 per share.

Issuance of Shares for Legal Settlements

On May 30, 2024, the Company issued 37,500 shares of common stock valued at $67,200 or $1.79 per share to fulfill its obligation under a previous legal settlement. See Note 6. Commitments and Contingencies for further information.

On July 15, 2024, the Company issued 38,052 shares of common stock valued at $53,653 or $1.41 per share to settle a potential legal claim.

On July 18, 2024, the Company issued 159,776 shares of common stock valued at $218,094 or $1.36 per share as partial fulfillment its obligation under a previous legal settlement. See Note 6. Commitments and Contingencies for further information.

Warrants issued in conjunction with loans payable

On July 15, 2024, the Company issued warrants to purchase an aggregate 4,887,118 shares of the Company’s common stock at exercise prices ranging from $1.43 to $1.692 per share in conjunction with a convertible note issuance, see Note 4. Loans Payable. The warrants were valued at $6,163,572 using the Black-Scholes pricing model. The Company has recognized $973,200 of this value as a discount to the associated notes.

The Company has classified the warrants as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrants.

The fair values at the commitment date for the warrants were based upon the following management assumptions as of the date of issuance:

	Issuance date
Risk-free interest rate		1.93	%
Expected dividend yield		-	%
Expected volatility		144	%
Term		5 years
Fair value of common stock	$	1.41

Stock Incentive Plan

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2024 were:

	Warrant Grants					Stock Option Grants				Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options		Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2023		11,394		$	58.72		3,333	$	39.60		165,663
Granted		4,887,118			1.53		-		-		123,690
Exercised		-			-		-		-		(125,357	)
Cancelled/Expired		(2,293	)		53.64		-		-		(41,722	)
Balance at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274
Exercisable at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2023 were:

	Warrant Grants					Stock Option Grants					Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options			Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2022		104,515		$	20.25		7,889		$	48.75		160,650
Granted		-			-		-			-		58,105
Exercised		(54,872	)		9.75		-			-		(47,706	)
Cancelled/Expired		(4,812	)		120.75		(1,222	)		98.55		(4,610	)
Balance at September 30, 2023		44,831		$	22.20		6,667		$	39.60		166,439
Exercisable at September 30, 2023		44,831		$	22.20		6,667		$	39.60		162,606

The Company’s outstanding warrants and options at September 30, 2024 are as follows:

Warrants Outstanding					Warrants Exercisable
Exercise Price Range	Number Outstanding	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price	Number Exercisable		Weighted Average Exercise Price	Intrinsic Value
$1.43 - $60.00	4,896,219	4.79	$	1.64	4,896,219	$	1.64	-

Options Outstanding							Options Exercisable
Exercise Price Range	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price		Intrinsic Value
$39.60		3,333		0.16	$	39.60	3,333	$	39.60		-

As of September 30, 2024 and December 31, 2023, there was no unrecognized expense for unvested stock options and restricted stock awards.

Stock-based compensation expense for three and nine months ended September 30, 2024 and 2023 is as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	-	$	40,547	$	-	$	336,293

Note 8. Net Loss per Share

Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option grants.

The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	For the three and nine months
	ended September 30,
	2024		2023
Stock options		3,333		6,667
Warrants		4,896,219		44,831
Restricted stock units		122,274		166,439
Total common stock equivalents		5,021,826		217,937

Note 9. Related Party Transactions

At September 30, 2024 and December 31, 2023, the Company had a payable due to an officer in the amount of $149,838 for contract work performed prior to becoming an officer.

During September 2021, the Company’s former CEO and shareholder advanced $100,000 in cash to the Company for short term capital requirements. This amount is non-interest bearing and payable upon demand. The Company had a balance of $67,622 included in shareholder advance on the Company’s unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

Between January 18, 2024 and July 11, 2024, the Company’s CFO advanced an aggregate $128,479 in cash to the Company for short term capital requirements. As of September 30, 2024, all advanced amounts have been repaid.

The above amounts and terms are not necessarily indicative of what third parties would agree to.

Note 10. Income Tax Provision

As of September 30, 2024 and December 31, 2023, the Company had federal net operating loss carryforwards of approximately $39.7 million and $38.8 million, respectively, available to offset future taxable income. As of September 30, 2024 and December 31, 2023, the Company had state loss carry-forwards of approximately $19.1 million and $18.2, respectively. Future utilization of net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The federal net operating loss carryforwards can be carried forward indefinitely and state loss carryforwards begin to expire in 2039.

The valuation allowance as of September 30, 2024 and December 31, 2023 was approximately $12,290,000 and $12,126,000, respectively. The net change in valuation allowance for the nine months ended September 30, 2024 was an increase of approximately $164,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income tax is as follows (in percentages):

Statutory federal income tax rate	21.00	%
State tax rate	1.65	%
Valuation Allowance	(22.65	)%
	0.00	%

Note 11. Subsequent Events

We have evaluated all events that occurred after the unaudited condensed consolidated financial statements were issued to determine if they must be reported. Management has determined that other than those disclosed below, there were no additional reportable subsequent events to be disclosed.

Issuance of Shares as Settlement of Accounts Payable

On October 24, 2024, the Company issued 27,600 shares of common stock in full settlement of $32,016 of accounts payable. The shares had a fair value of $1.16 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes included in Item 1, “Financial Statements” of this Form 10-Q. In addition to our historical unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs which involves risk, uncertainty and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q.

Corporate Information

The effects of the reverse stock split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.

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.

●

virtualized Item Master File repair, expansion and automation;

●

CDM management;

●

contract management;

●

request for proposal automation;

●

rebate management;

●

big data analytics modeling; and

●

data integration and warehousing.

SCWorx currently sells its solutions and services in the United States to hospitals and health systems through its direct sales force and its distribution and reseller partnerships.

Impact of the COVID-19 Pandemic

Results of Operations – Three months ended September 30, 2024 as compared to the three months ended September 30, 2023

Our operating results for the three month period ended September 30, 2024 and 2023 are summarized as follows:

	Three Months Ended
	September 30, 2024			September 30, 2023			Difference

Revenue	$	759,724		$	906,099		$	(146,375	)
Cost of revenues		627,148			666,808			(39,660	)
Operating expenses		526,074			1,097,273			(571,199	)
Other expense		(31,465	)		(276	)		(31,189	)
Provision for income taxes		-			-			-
Net loss	$	(424,963	)	$	(858,258	)	$	433,295

Revenues

Revenue for the three months ended September 30, 2024 was $759,724 as compared to $906,099 for the three months ended September 30, 2023. This decrease was primarily due to the expiration and non-renewal of certain customer contracts.

Cost of revenues

Cost of revenues was $627,148 for the three months ended September 30, 2024 compared to $666,808 for the same period in 2023. The decrease was primarily the result of staffing reductions.

Operating expenses

Operating expenses decreased $571,199 to $526,074 for the three months ended September 30, 2024, as compared to $1,097,273 in the same period of 2023. The decrease is primarily attributable to decreases in legal and professional fees of approximately $50,000, a one time accrual for a legal settlement of approximately $470,000 and stock-based compensation of $41,000. We expect operating expenses to remain relatively flat during the rest of 2024.

Other income (expense)

We had other expenses of $31,465 and $276 during the three months ended September 30, 2024 and 2023, respectively, comprised of interest expense. The increase was due to the issuance of new interest-bearing convertible notes as well as the amortization of note discounts during the current year period.

Net loss

For the three months ended September 30, 2024, we incurred a net loss of $424,963 compared to a net loss of $858,258 for the same period in 2023 due to the factors detailed above.

Results of Operations – Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023

Our operating results for the nine month period ended September 30, 2024 and 2023 are summarized as follows:

	Nine months ended
	September 30, 2024			September 30, 2023			Difference

Revenue	$	2,313,850		$	2,894,647		$	(580,797	)
Cost of revenues		1,726,314			1,972,300			(245,986	)
Operating expenses		1,466,637			2,328,209			(861,572	)
Other expense		(61,834	)		(6,208	)		(55,626	)
Provision for income taxes		-			-			-
Net loss	$	(940,935	)	$	(1,412,070	)	$	471,135

Revenues

Revenue for the nine months ended September 30, 2024 was $2,313,850 as compared to $2,894,647 for the nine months ended September 30, 2023. This decrease was primarily due to the expiration and non-renewal of certain customer contracts.

Cost of revenues

Cost of revenues was $1,726,314 for the nine months ended September 30, 2024 compared to $1,972,300 for the same period in 2023. The decrease was primarily the result of staffing reductions.

Operating expenses

Operating expenses decreased $861,572 to $1,466,637 for the nine months ended September 30, 2024, as compared to $2,328,209 in the same period of 2023. The decrease is primarily attributable to decreases in salaries and wages of approximately $48,000, a one-time accrual for a legal settlement of approximately $470,000 and stock-based compensation of $336,000, partially offset by an increase in legal and professional fees of approximately $31,000. We expect operating expenses to remain relatively flat during the rest of 2024.

Other income (expense)

We had other expenses of $61,834 and $6,208 during the nine months ended September 30, 2024 and 2023, respectively, comprised of interest expense. The increase was largely due to an original interest discount on a loan issued in the current year, the issuance of new interest-bearing convertible notes as well as the amortization of note discounts during the current year.

Net loss

For the nine months ended September 30, 2024, we incurred a net loss of $940,935 compared to a net loss of $1,412,070 for the same period in 2023 due to the factors detailed above.

Liquidity and Capital Resources

Cash Flows

	Nine months ended September 30,
	2024			2023

Net cash used in operating activities	$	(949,860	)	$	(701,282	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		946,090			524,249
Change in cash	$	(3,770	)	$	(177,033	)

Operating Activities

Cash used in operating activities was approximately $950,000 for the nine months ended September 30, 2024, mainly related to the net loss of approximately $940,000, a $267,000 increase in accounts receivable and a $219,000 decrease in deferred revenue, partially offset by amortization of discounts on debt agreements of $37,000, common stock issued for settlement of payables and legal settlements of $314,000 credit loss expense of $25,000, and a decrease in accounts payable and accrued liabilities of $107,000.

Cash used in operating activities was approximately $701,000 for the nine months ended September 30, 2023, mainly related to the net loss of approximately $1,412,000, a $51,000 increase in accounts receivable and a decrease in deferred revenue of $188,000, partially offset by non-cash stock-based compensation of $336,000, bad debt expense of $64,000, an increase in accounts payable and accrued liabilities of $539,000 and decrease in prepaid expenses of $10,000.

Investing Activities

The Company did not have any investing activities during the nine months ended September 30, 2024 and 2023.

Financing Activities

Cash provided by financing activities was approximately $946,000 for the nine months ended September 30, 2024, consisting of proceeds loans payable of $995,000 partially offset by repayments of loans payable of $48,000.

Cash provided by financing activities was approximately $524,000 for the nine months ended September 30, 2023, consisting of approximately $573,000 in proceeds from the sale of common stock and $23,000 in proceeds from advances from related party, offset by $48,000 in repayments of notes payable, and $24,000 in repayments of shareholder advances.

Liquidity and Going Concern

Management has concluded that on our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 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. 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. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available. 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. There can be no assurance that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

As September 30, 2024 and December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2024, the end of the period covered by this Form 10-Q, as required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, based on the 2013 framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission. There are inherent limitations to the effectiveness of any system of Disclosure Controls. Accordingly, even effective Disclosure Controls can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our President and Chief Financial Officer have concluded that, due to deficiencies in the design of internal controls and lack of segregation of duties, our Disclosure Controls were not effective as of September 30, 2024, such that the Disclosure Controls did not ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

During the three and nine months ended September 30, 2024, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In conducting our business, we may become involved in legal proceedings. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If 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. 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. 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. 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”) which is included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet at December 31, 2023. 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. On July, 18, 2024, the Company issued the first tranche of common stock under this agreement valued at $218,094. The remaining balance of $283,906 owed under the settlement agreement is included in the Company’s unaudited condensed consolidated balance sheet at September 30, 2024.

Hadrian Equities Partners, LLC et ano. v. SCWorx Corp,

Case No. 22-cv-07096 (JLR) (S.D.N.Y)

Carole R. Bernstein, Esq. v. SCWorx Corp.

As previously disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2023, on June 7, 2023, Carole R. Bernstein, Esq. filed a complaint in the United States District Court for the Southern District of New York against the Company. The complaint alleged that the Company breached its engagement agreement with Ms. Bernstein by failing to pay legal fees when due. Ms. Bernstein sought to recover $69,164 fees owing for services, plus interest, costs, including her attorney’s fees. The Company has accrued for this liability which is included in accounts payable and accrued liabilities on the Company’s unaudited condensed consolidated balance sheets at September 30, 2024 and December 31, 2023. The Company and the Plaintiff have since entered into a settlement agreement dated July 12, 2024, under which the Company agreed to pay Plaintiffs $80,000 in two equal installments of $40,000, the first of which was paid August 9, 2024, and the second of which was paid October 8, 2024.

Item 1A. Risk Factors

We are a smaller reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Since the beginning of the nine month period ended September 30, 2024, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a current report on Form 8-K.

Item 3. Default under Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

EXHIBIT INDEX

Pursuant to the rules and regulations of the SEC, we have filed certain agreements as exhibits to this Quarterly Report on Form 10-Q. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

Exhibit #		Exhibit Description
3.1		Certificate of Incorporation, as amended October 6, 2023 (Incorporated by reference to Exhibit 3.1 of the Company’s 10-Q filed with the SEC on October 10, 2024)

3.3		Amended and Restated By-laws (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-213166) filed with the SEC on August 16, 2016)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Section 1350 Certification of the Chief Executive Officer*

32.2		Section 1350 Certification of the Chief Financial Officer*

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SCWORX CORP.

Date: November 14, 2024	By:	/s/ Timothy A. Hannibal
		Timothy A. Hannibal
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SCWORX CORP.

Date: November 14, 2024	By:	/s/ Christopher J. Kohler
		Christopher J. Kohler
		Chief Financial Officer
		(Principal Financial Officer)

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Exhibit 31.1

CERTIFICATION

I, Timothy A. Hannibal, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of SCWorx Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Timothy A. Hannibal
		Timothy A. Hannibal
		President and Chief Operating Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Christopher J. Kohler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of SCWorx Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Christopher J. Kohler
		Christopher J. Kohler
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

Section 1350 CERTIFICATION

In connection with this Quarterly Report of SCWorx Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy A. Hannibal, President and Chief Operating Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Timothy A. Hannibal
		Timothy A. Hannibal
		President and Chief Operating Officer
		(Principal Executive Officer)
		Timothy A. Hannibal

Exhibit 32.2

Section 1350 CERTIFICATION

In connection with this Quarterly Report of SCWorx Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher J. Kohler, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Christopher J. Kohler
		Christopher J. Kohler
		Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 14, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	SCWORX CORP.
Entity Central Index Key	0001674227
Entity File Number	001-37899
Entity Tax Identification Number	47-5412331
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	100 S Ashley Dr
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33602
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	739-7825
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	WORX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		1,626,967

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 87,666	$ 91,436
Accounts receivable, net	546,916	304,813
Prepaid expenses and other assets	45,383	39,533
Total current assets	679,965	435,782
Goodwill	5,842,433	5,842,433
Total assets	6,522,398	6,278,215
Current liabilities:
Accounts payable and accrued liabilities	1,611,668	1,738,364
Shareholder advance	67,622	67,622
Deferred revenue	159,333	378,583
Loans payable	41,949
Total current liabilities	2,030,410	2,334,407
Long-term liabilities:
Loans payable, net of current maturities		90,359
Convertible loans payable, net of discounts	7,112
Total long-term liabilities	7,112	90,359
Total liabilities	2,037,522	2,424,766
Commitments and contingencies (Note 6)
Stockholders’ equity:
Series A Convertible Preferred stock, $0.001 par value; 900,000 shares authorized; 39,810 shares issued and outstanding	40	40
Common stock, $0.001 par value; 45,000,000 shares authorized; 1,599,367 and 1,232,333 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	1,599	1,232
Additional paid-in capital	35,264,013	33,692,018
Accumulated deficit	(30,780,776)	(29,839,841)
Total stockholders’ equity	4,484,876	3,853,449
Total liabilities and stockholders’ equity	6,522,398	6,278,215
Related Party
Current liabilities:
Accounts payable and accrued liabilities - related party	$ 149,838	$ 149,838

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	1,599,367	1,232,333
Common stock, shares outstanding	1,599,367	1,232,333
Series A Convertible Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	900,000	900,000
Preferred stock, shares issued	39,810	39,810
Preferred stock, shares outstanding	39,810	39,810

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 759,724	$ 906,099	$ 2,313,850	$ 2,894,647
Cost of revenue	627,148	666,808	1,726,314	1,972,300
Gross profit	132,576	239,291	587,536	922,347
Operating expenses:
Legal and professional	253,603	305,879	737,157	706,350
Salaries and wages	75,480	78,046	199,475	247,581
Stock compensation		40,547		336,293
General and administrative	196,991	672,801	530,005	1,037,985
Total operating expenses	526,074	1,097,273	1,466,637	2,328,209
Loss from operations	(393,498)	(857,982)	(879,101)	(1,405,862)
Other income (expense)
Interest expense	(31,465)	(276)	(61,834)	(6,208)
Total other income (expense)	(31,465)	(276)	(61,834)	(6,208)
Net loss before income taxes	(424,963)	(858,258)	(940,935)	(1,412,070)
Provision for (benefit from) income taxes
Net loss	$ (424,963)	$ (858,258)	$ (940,935)	$ (1,412,070)
Net loss per share, basic (in Dollars per share)	$ (0.27)	$ (0.76)	$ (0.69)	$ (1.45)
Net loss per share, diluted (in Dollars per share)	$ (0.27)	$ (0.76)	$ (0.69)	$ (1.45)
Weighted average common shares outstanding, basic (in Shares)	1,560,213	1,126,541	1,367,162	972,831
Weighted average common shares outstanding, diluted (in Shares)	1,560,213	1,126,541	1,367,162	972,831

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Subscriptions payable	Total
Balances at Dec. 31, 2022	$ 40	$ 867	$ 32,034,310	$ (25,858,697)	$ 600,000	$ 6,776,520
Balances (in Shares) at Dec. 31, 2022	39,810	867,361
Shares issued as settlement of accounts payable		$ 32	116,113			116,145
Shares issued as settlement of accounts payable (in Shares)		31,549
Shares issued under equity line of credit		$ 134	342,772			342,906
Shares issued under equity line of credit (in Shares)		134,054
Shares issued for vested restricted stock units		$ 16	(16)
Shares issued for vested restricted stock units (in Shares)		16,155
Shares issued for settlement of class action		$ 129	599,871		(600,000)
Shares issued for settlement of class action (in Shares)		129,457
Shares issued for cashless exercise of warrants		$ 15	(15)
Shares issued for cashless exercise of warrants (in Shares)		15,238
Stock based compensation			336,293			336,293
Net Loss				(1,412,070)		(1,412,070)
Balances at Sep. 30, 2023	$ 40	$ 1,193	33,429,328	(27,270,767)		6,159,794
Balances (in Shares) at Sep. 30, 2023	39,810	1,193,814
Balances at Dec. 31, 2022	$ 40	$ 867	32,034,310	(25,858,697)	600,000	6,776,520
Balances (in Shares) at Dec. 31, 2022	39,810	867,361
Net Loss						3,981,144
Balances at Dec. 31, 2023	$ 40	$ 1,232	33,692,018	(29,839,841)		3,853,449
Balances (in Shares) at Dec. 31, 2023	39,810	1,232,333
Balances at Jun. 30, 2023	$ 40	$ 1,077	33,005,700	(26,412,509)		6,594,308
Balances (in Shares) at Jun. 30, 2023	39,810	1,077,325
Shares issued as settlement of accounts payable		$ 21	71,957			71,978
Shares issued as settlement of accounts payable (in Shares)		21,477
Shares issued under equity line of credit		$ 94	311,125			311,219
Shares issued under equity line of credit (in Shares)		94,056
Shares issued for vested restricted stock units		$ 1	(1)
Shares issued for vested restricted stock units (in Shares)		956
Stock based compensation			40,547			40,547
Net Loss				(858,258)		(858,258)
Balances at Sep. 30, 2023	$ 40	$ 1,193	33,429,328	(27,270,767)		6,159,794
Balances (in Shares) at Sep. 30, 2023	39,810	1,193,814
Balances at Dec. 31, 2023	$ 40	$ 1,232	33,692,018	(29,839,841)		3,853,449
Balances (in Shares) at Dec. 31, 2023	39,810	1,232,333
Shares issued as settlement of accounts payable		$ 130	239,685			239,815
Shares issued as settlement of accounts payable (in Shares)		130,039
Shares issued for legal settlement		$ 235	359,112			359,347
Shares issued for legal settlement (in Shares)		235,328
Shares issued for vested restricted stock units		$ 2	(2)
Shares issued for vested restricted stock units (in Shares)		1,667
Issuance of warrants in conjunction with convertible loans			973,200			973,200
Net Loss				(940,935)		(940,935)
Balances at Sep. 30, 2024	$ 40	$ 1,599	35,264,013	(30,780,776)		4,484,876
Balances (in Shares) at Sep. 30, 2024	39,810	1,599,367
Balances at Jun. 30, 2024	$ 40	$ 1,366	33,963,128	(30,355,813)		3,608,721
Balances (in Shares) at Jun. 30, 2024	39,810	1,366,211
Shares issued as settlement of accounts payable		$ 35	56,136			56,171
Shares issued as settlement of accounts payable (in Shares)		35,328
Shares issued for legal settlement		$ 198	271,549			271,747
Shares issued for legal settlement (in Shares)		197,828
Issuance of warrants in conjunction with convertible loans			973,200			973,200
Net Loss				(424,963)		(424,963)
Balances at Sep. 30, 2024	$ 40	$ 1,599	$ 35,264,013	$ (30,780,776)		$ 4,484,876
Balances (in Shares) at Sep. 30, 2024	39,810	1,599,367

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (940,935)	$ (1,412,070)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	37,112
Stock-based compensation		336,293
Common stock issued for settlement of payables	239,815
Common stock issued for legal settlements	74,053
Credit loss expense	25,500	64,000
Changes in operating assets and liabilities:
Accounts receivable	(267,603)	(50,650)
Prepaid expenses and other assets	(5,850)	10,147
Accounts payable and accrued liabilities	107,298	538,998
Deferred revenue	(219,250)	(188,000)
Net cash used in operating activities	(949,860)	(701,282)
Net cash from investing activities:
Cash flows from financing activities:
Proceeds from the sale of common stock		572,906
Proceeds from loans payable	994,500
Payments on loans payable	(48,410)	(47,847)
Payments of shareholder advance		(24,283)
Proceeds from accounts payable and accrued liabilities - related party	128,479	183,558
Payments on accounts payable and accrued liabilities - related party	(128,479)	(160,085)
Net cash provided by financing activities	946,090	524,249
Net decrease increase in cash	(3,770)	(177,033)
Cash, beginning of period	91,436	249,462
Cash, end of period	87,666	72,429
Supplemental disclosures of cash flow information:
Cash paid for interest	30,499	5,932
Cash paid for income taxes
Non-cash investing and financing activities:
Shares issued for vested restricted stock units	2	16
Shares issued for settlement of class action		600,000
Shares issued for cashless exercise of warrants		15
Shares issued for accrued legal settlement	285,294
Beneficial conversion feature on convertible loans	$ 973,200

Description of Business

9 Months Ended

Sep. 30, 2024

Description of Business [Abstract]

Description of Business

Note 1. Description of Business

Nature of Business

The effects of the reverse stock split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.

Operations of the 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.

●

virtualized Item Master File repair, expansion and automation;

●

CDM management;

●

contract management;

●

request for proposal automation;

●

rebate management;

●

big data analytics modeling; and

●

data integration and warehousing.

SCWorx currently sells its solutions and services in the United States to hospitals and health systems through its direct sales force and its distribution and reseller partnerships.

Impact of the COVID-19 Pandemic

Liquidity and Going Concern

9 Months Ended

Sep. 30, 2024

Liquidity and Going Concern [Abstract]

Liquidity and Going Concern

Note 2. Liquidity and Going Concern

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Reclassifications

Cash

Fair Value of Financial Instruments

Fair value of stock options and warrants

Concentration of Credit and Other Risks

	Revenue For the						Accounts
	nine months ended						Receivable
	September 30,						September 30,
Customers	2024			2023			2024			2023
Customer A		14	%		11	%		4	%		12	%
Customer B		13	%		10	%		12	%		10	%
Customer C		19	%		15	%		59	%		12	%
Customer D		3	%		12	%		-	%		6	%

Allowance for Credit Losses

Goodwill

Revenue Recognition

●

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

The Company has identified the following performance obligations in its SaaS contracts with customers:

Data Normalization: which includes data preparation, product and vendor mapping, product categorization, data enrichment and other data related services,

Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and

Professional Services: mainly related to specific customer projects to manage and/or analyze data and review for cost reduction opportunities

Revenue recognition for the Company’s performance obligations are as follows:

Data Normalization and Professional Services

SaaS and Maintenance

The Company has one revenue stream, from the SaaS business, and believes it has presented all varying factors that affect the nature, timing and uncertainty of revenues and cash flows.

Remaining Performance Obligations

Costs to Obtain and Fulfill a Contract

Cost of Revenues

Contract Balances

Income Taxes

There was no income tax expense for three and nine months ended September 30, 2024 and 2023.

Stock-Based Compensation

Loss Per Share

Indemnification

Contingencies

Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of the reporting period.

Use of Estimates

Recently Issued Accounting Pronouncements

Loans Payable

9 Months Ended

Sep. 30, 2024

Loans Payable [Abstract]

Loans Payable

Note 4. Loans Payable

CARES funding

Convertible Loans

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

Note 5. Leases

Operating Leases

For the three and nine months ended September 30, 2024 and 2023, the components of lease expense were as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,206	$	392	$	3,339	$	1,262
Total lease cost	$	1,206	$	392	$	3,339	$	1,262

As of September 30, 2024 and December 31, 2023, the Company had no additional operating leases, other than those noted above, and no financing leases.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6. Commitments and Contingencies

CorProminence d/b/a Core IR v. SCWorx

AAA Arbitration Case 01-22-0001-5709

Hadrian Equities Partners, LLC et ano. v. SCWorx Corp,

Case No. 22-cv-07096 (JLR) (S.D.N.Y)

Carole R. Bernstein, Esq. v. SCWorx Corp.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

Stockholders’ Equity [Abstracf]

Stockholders’ Equity

Note 7. Stockholders’ Equity

Authorized Shares

The Company has 45,000,000 Common shares and 900,000 Series A convertible preferred shares authorized with a par value of $0.001 per share.

Common Stock

Issuance of Shares for Vested Restricted Stock Units

March 27, 2024, the Company issued 1,667 shares of common stock to a holder of fully vested restricted stock units.

Issuance of Shares as Settlement of Accounts Payable

Issuance of Shares for Legal Settlements

On July 15, 2024, the Company issued 38,052 shares of common stock valued at $53,653 or $1.41 per share to settle a potential legal claim.

Warrants issued in conjunction with loans payable

The Company has classified the warrants as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrants.

The fair values at the commitment date for the warrants were based upon the following management assumptions as of the date of issuance:

	Issuance date
Risk-free interest rate		1.93	%
Expected dividend yield		-	%
Expected volatility		144	%
Term		5 years
Fair value of common stock	$	1.41

Stock Incentive Plan

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2024 were:

	Warrant Grants					Stock Option Grants				Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options		Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2023		11,394		$	58.72		3,333	$	39.60		165,663
Granted		4,887,118			1.53		-		-		123,690
Exercised		-			-		-		-		(125,357	)
Cancelled/Expired		(2,293	)		53.64		-		-		(41,722	)
Balance at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274
Exercisable at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2023 were:

	Warrant Grants					Stock Option Grants					Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options			Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2022		104,515		$	20.25		7,889		$	48.75		160,650
Granted		-			-		-			-		58,105
Exercised		(54,872	)		9.75		-			-		(47,706	)
Cancelled/Expired		(4,812	)		120.75		(1,222	)		98.55		(4,610	)
Balance at September 30, 2023		44,831		$	22.20		6,667		$	39.60		166,439
Exercisable at September 30, 2023		44,831		$	22.20		6,667		$	39.60		162,606

The Company’s outstanding warrants and options at September 30, 2024 are as follows:

Warrants Outstanding					Warrants Exercisable
Exercise Price Range	Number Outstanding	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price	Number Exercisable		Weighted Average Exercise Price	Intrinsic Value
$1.43 - $60.00	4,896,219	4.79	$	1.64	4,896,219	$	1.64	-

Options Outstanding							Options Exercisable
Exercise Price Range	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price		Intrinsic Value
$39.60		3,333		0.16	$	39.60	3,333	$	39.60		-

As of September 30, 2024 and December 31, 2023, there was no unrecognized expense for unvested stock options and restricted stock awards.

Stock-based compensation expense for three and nine months ended September 30, 2024 and 2023 is as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	-	$	40,547	$	-	$	336,293

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Net Loss per Share [Abstract]

Net Loss per Share

Note 8. Net Loss per Share

The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	For the three and nine months
	ended September 30,
	2024		2023
Stock options		3,333		6,667
Warrants		4,896,219		44,831
Restricted stock units		122,274		166,439
Total common stock equivalents		5,021,826		217,937

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 9. Related Party Transactions

At September 30, 2024 and December 31, 2023, the Company had a payable due to an officer in the amount of $149,838 for contract work performed prior to becoming an officer.

The above amounts and terms are not necessarily indicative of what third parties would agree to.

Income Tax Provision

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Tax Provision

Note 10. Income Tax Provision

Statutory federal income tax rate	21.00	%
State tax rate	1.65	%
Valuation Allowance	(22.65	)%
	0.00	%

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 11. Subsequent Events

Issuance of Shares as Settlement of Accounts Payable

On October 24, 2024, the Company issued 27,600 shares of common stock in full settlement of $32,016 of accounts payable. The shares had a fair value of $1.16 per share.

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (424,963)	$ (858,258)	$ (940,935)	$ (1,412,070)	$ 3,981,144

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Reclassifications

Reclassifications

Cash

Cash

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value of stock options and warrants

Fair value of stock options and warrants

Concentration of Credit and Other Risks

Concentration of Credit and Other Risks

	Revenue For the						Accounts
	nine months ended						Receivable
	September 30,						September 30,
Customers	2024			2023			2024			2023
Customer A		14	%		11	%		4	%		12	%
Customer B		13	%		10	%		12	%		10	%
Customer C		19	%		15	%		59	%		12	%
Customer D		3	%		12	%		-	%		6	%

Allowance for Credit Losses

Allowance for Credit Losses

Goodwill

Goodwill

Revenue Recognition

Revenue Recognition

●

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

The Company has identified the following performance obligations in its SaaS contracts with customers:

Data Normalization: which includes data preparation, product and vendor mapping, product categorization, data enrichment and other data related services,

Maintenance: which includes ongoing data cleansing and normalization, content enrichment, and optimization, and

Professional Services: mainly related to specific customer projects to manage and/or analyze data and review for cost reduction opportunities

Revenue recognition for the Company’s performance obligations are as follows:

Data Normalization and Professional Services

SaaS and Maintenance

The Company has one revenue stream, from the SaaS business, and believes it has presented all varying factors that affect the nature, timing and uncertainty of revenues and cash flows.

Remaining Performance Obligations

Costs to Obtain and Fulfill a Contract

Cost of Revenues

Cost of Revenues

Contract Balances

Contract Balances

Income Taxes

Income Taxes

There was no income tax expense for three and nine months ended September 30, 2024 and 2023.

Stock-Based Compensation

Stock-Based Compensation

Loss Per Share

Loss Per Share

Indemnification

Indemnification

Contingencies

Contingencies

Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of the reporting period.

Use of Estimates

Use of Estimates

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Significant 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						Accounts
	nine months ended						Receivable
	September 30,						September 30,
Customers	2024			2023			2024			2023
Customer A		14	%		11	%		4	%		12	%
Customer B		13	%		10	%		12	%		10	%
Customer C		19	%		15	%		59	%		12	%
Customer D		3	%		12	%		-	%		6	%

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

For the three and nine months ended September 30, 2024 and 2023, the components of lease expense were as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,206	$	392	$	3,339	$	1,262
Total lease cost	$	1,206	$	392	$	3,339	$	1,262

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders’ Equity [Line Items]

Schedule of Fair Values at the Commitment Date for the Warrants

The fair values at the commitment date for the warrants were based upon the following management assumptions as of the date of issuance:

	Issuance date
Risk-free interest rate		1.93	%
Expected dividend yield		-	%
Expected volatility		144	%
Term		5 years
Fair value of common stock	$	1.41

Schedule of Warrant and Stock Option Grants with Time-Based Vesting

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2024 were:

	Warrant Grants					Stock Option Grants				Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options		Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2023		11,394		$	58.72		3,333	$	39.60		165,663
Granted		4,887,118			1.53		-		-		123,690
Exercised		-			-		-		-		(125,357	)
Cancelled/Expired		(2,293	)		53.64		-		-		(41,722	)
Balance at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274
Exercisable at September 30, 2024		4,896,219		$	1.64		3,333	$	39.60		122,274

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2023 were:

	Warrant Grants					Stock Option Grants					Restricted Stock Units
	Number of shares subject to warrants			Weighted- average exercise price per share		Number of shares subject to options			Weighted- average exercise price per share		Number of shares subject to restricted stock units
Balance at December 31, 2022		104,515		$	20.25		7,889		$	48.75		160,650
Granted		-			-		-			-		58,105
Exercised		(54,872	)		9.75		-			-		(47,706	)
Cancelled/Expired		(4,812	)		120.75		(1,222	)		98.55		(4,610	)
Balance at September 30, 2023		44,831		$	22.20		6,667		$	39.60		166,439
Exercisable at September 30, 2023		44,831		$	22.20		6,667		$	39.60		162,606

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for three and nine months ended September 30, 2024 and 2023 is as follows:

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	-	$	40,547	$	-	$	336,293

Warrant [Member]

Stockholders’ Equity [Line Items]

Schedule of Company’s Outstanding Warrants and Options

The Company’s outstanding warrants and options at September 30, 2024 are as follows:

Warrants Outstanding					Warrants Exercisable
Exercise Price Range	Number Outstanding	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price	Number Exercisable		Weighted Average Exercise Price	Intrinsic Value
$1.43 - $60.00	4,896,219	4.79	$	1.64	4,896,219	$	1.64	-

Options Outstanding							Options Exercisable
Exercise Price Range	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price		Intrinsic Value
$39.60		3,333		0.16	$	39.60	3,333	$	39.60		-

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Net Loss per Share [Abstract]

Schedule of Diluted Net Loss Per Share

The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	For the three and nine months
	ended September 30,
	2024		2023
Stock options		3,333		6,667
Warrants		4,896,219		44,831
Restricted stock units		122,274		166,439
Total common stock equivalents		5,021,826		217,937

Income Tax Provision (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Tax Provision at the Statutory Federal Income Tax Rate and the Tax Provision Attributable to Loss Before Income Tax

Statutory federal income tax rate	21.00	%
State tax rate	1.65	%
Valuation Allowance	(22.65	)%
	0.00	%

Description of Business (Details) - USD ($)			9 Months Ended
Description of Business (Details) - USD ($)	Oct. 06, 2023	Nov. 30, 2018	Sep. 30, 2024
Description of Business [Line Items]
Acquired technology predecessor cost			$ 0
Common stock, value, subscriptions		$ 1,250,000
Number of shares issued		3,125
Reverse stock split	1 for 15
Description of reverse stock split	The effect of the reverse stock split was to combine every 15 shares of outstanding common stock into one share of common stock.
Common Stock [Member]
Description of Business [Line Items]
Common stock cancelled		6,510

Liquidity and Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Liquidity and Going Concern (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Liquidity and Going Concern [Line Items]
Net loss	$ (424,963)	$ (858,258)	$ (940,935)	$ (1,412,070)	$ 3,981,144
Accumulated deficit	$ (30,780,776)		$ (30,780,776)		$ (29,839,841)

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Insured amount by the FDIC	$ 250,000
Allowance for credit losses	20,000
Deferred revenue	159,333		$ 378,583
Contract assets
Contract liabilities	159,333		$ 378,583
Recognized revenue contract liability	$ 365,083	$ 513,833

Summary of Significant Accounting Policies (Details) - Schedule of Significant Customers - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Customer A [Member] \| Revenue [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	14.00%	11.00%
Concentration risk percentage, Accounts Receivable	14.00%	11.00%
Customer A [Member] \| Accounts Receivable [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	4.00%	12.00%
Concentration risk percentage, Accounts Receivable	4.00%	12.00%
Customer B [Member] \| Revenue [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	13.00%	10.00%
Concentration risk percentage, Accounts Receivable	13.00%	10.00%
Customer B [Member] \| Accounts Receivable [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	12.00%	10.00%
Concentration risk percentage, Accounts Receivable	12.00%	10.00%
Customer C [Member] \| Revenue [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	19.00%	15.00%
Concentration risk percentage, Accounts Receivable	19.00%	15.00%
Customer C [Member] \| Accounts Receivable [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	59.00%	12.00%
Concentration risk percentage, Accounts Receivable	59.00%	12.00%
Customer D [Member] \| Revenue [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue	3.00%	12.00%
Concentration risk percentage, Accounts Receivable	3.00%	12.00%
Customer D [Member] \| Accounts Receivable [Member]
Schedule of Significant Customers [Line Items]
Concentration risk percentage, Revenue		6.00%
Concentration risk percentage, Accounts Receivable		6.00%

Loans Payable (Details) - USD ($)				1 Months Ended		9 Months Ended
Loans Payable (Details) - USD ($)	Jul. 15, 2024	Apr. 12, 2024	May 05, 2020	Sep. 30, 2022	May 31, 2022	Sep. 30, 2024	Dec. 31, 2023
Loans Payable [Line Items]
Rremaining balance						$ 41,949	$ 90,359
Received cash		$ 300,000
Aggregate in convertible notes	$ 1,155,000
Bearing interest	10.00%
Price per share (in Dollars per share)	$ 1.43
Aggregate purchase	$ 4,887,118
Beneficial conversion feature on convertible loans	$ 973,200
Convertible loans payable net of discounts						7,112
Paycheck Protection Program [Member]
Loans Payable [Line Items]
Unsecured loan payable			$ 293,972
Percentage of loans used for payroll cost			60.00%
Fixed annual rate			1.00%
Debt maturity term			2 years
Maturity date					Mar. 05, 2025
Loan due amount				$ 139,569
Secured Promissory Note [Member]
Loans Payable [Line Items]
Face amount		330,000
Original issue discount		$ 30,000
Bears interest rate		5.00%
Convertible Loans [Member]
Loans Payable [Line Items]
Warrants term	5 years
Accrued interest						$ 24,223
Convertible Loans [Member] \| Warrant [Member]
Loans Payable [Line Items]
Beneficial conversion	$ 6,163,572
Minimum [Member]
Loans Payable [Line Items]
Exercise prices, decrease (in Dollars per share)	$ 1.43
Maximum [Member]
Loans Payable [Line Items]
Exercise prices, increase (in Dollars per share)	$ 1.692

Leases (Details)	9 Months Ended
Leases (Details)	Sep. 30, 2024 USD ($)
Leases [Abstract]
Base rent	$ 250

Leases (Details) - Schedule of Components of Lease Expense - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Components of Lease Expense [Abstract]
Operating lease cost	$ 1,206	$ 392	$ 3,339	$ 1,262
Total lease cost	$ 1,206	$ 392	$ 3,339	$ 1,262

Commitments and Contingencies (Details) - USD ($)									9 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 08, 2024	Aug. 09, 2024	Jul. 18, 2024	Jul. 12, 2024	Oct. 16, 2023	Nov. 28, 2022	Nov. 01, 2022	Apr. 25, 2022	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Awarding amount				$ 502,000	$ 461,856					$ 502,000
Settlement agreement value									$ 283,906
Loss contingency payments of plaintiffs						$ 20,000
First Equal Installments [Member]
Commitments and Contingencies [Line Items]
Amount agreed to pay		$ 40,000
Carole R. Bernstein, Esq [Member]
Commitments and Contingencies [Line Items]
Loss contingency payments of plaintiffs				$ 80,000
Services fees									$ 69,164
Carole R. Bernstein, Esq [Member] \| Two Equal Installments [Member]
Commitments and Contingencies [Line Items]
Amount agreed to pay		$ 40,000
First Tranche of Common Stock [Member]
Commitments and Contingencies [Line Items]
Settlement agreement value			$ 218,094
Core IR [Member]
Commitments and Contingencies [Line Items]
Seeking damages							$ 257,546	$ 190,000
Hadrian Equities Partners, LLC [Member]
Commitments and Contingencies [Line Items]
Seeking damages						$ 500,000
Subsequent Event [Member] \| Secound Equal Installments [Member]
Commitments and Contingencies [Line Items]
Amount agreed to pay	$ 40,000
Common Stock [Member]
Commitments and Contingencies [Line Items]
Shares issued for settlement (in Shares)						37,500

Stockholders’ Equity (Details) - USD ($)						3 Months Ended		4 Months Ended	9 Months Ended
Stockholders’ Equity (Details) - USD ($)	Jul. 18, 2024	Jul. 15, 2024	May 30, 2024	Mar. 27, 2024	Oct. 06, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 12, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Convertible preferred shares (in Shares)						45,000,000			45,000,000		45,000,000
Stockholders' Equity, Reverse Stock Split					1 for 15
Stockholders' Equity Note, Stock Split					The effect of the reverse stock split was to combine every 15 shares of outstanding common stock into one share of common stock.
Full settlement of accounts payable	$ 159,776	$ 38,052	$ 37,500			$ 56,171	$ 71,978	$ 239,815	$ 239,815	$ 116,145
Price of per share (in Dollars per share)	$ 1.36	$ 1.41	$ 1.79
Shares of common stock valued	$ 218,094	$ 53,653	$ 67,200						285,294
Aggregate purchase		$ 4,887,118
Issuance of warrants						$ 973,200			973,200
Black-Scholes Pricing Model [Member]
Stockholders’ Equity [Line Items]
Beneficial conversion									$ 6,163,572
Minimum [Member]
Stockholders’ Equity [Line Items]
Price of per share (in Dollars per share)								$ 1.2
Exercise prices, decrease (in Dollars per share)		$ 1.43
Maximum [Member]
Stockholders’ Equity [Line Items]
Price of per share (in Dollars per share)								$ 2.65
Exercise prices, increase (in Dollars per share)		$ 1.692
Series A Convertible Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Authorized shares (in Shares)						900,000			900,000		900,000
Authorized per share (in Dollars per share)						$ 0.001			$ 0.001		$ 0.001
Common Stock [Member]
Stockholders’ Equity [Line Items]
Stock issued during period, restricted shares (in Shares)				1,667			956		1,667	16,155
Stock issued during period shares (in Shares)						35,328	21,477	130,039	130,039	31,549
Full settlement of accounts payable						$ 35	$ 21		$ 130	$ 32
Issuance of warrants

Stockholders’ Equity (Details) - Schedule of Fair Values at the Commitment Date for the Warrants	Sep. 30, 2024
Risk-free interest rate [Member]
Schedule of Fair Values at the Commitment Date for the Warrants [Line Items]
Fair values of warrants	1.93
Expected dividend yield [Member]
Schedule of Fair Values at the Commitment Date for the Warrants [Line Items]
Fair values of warrants
Expected volatility [Member]
Schedule of Fair Values at the Commitment Date for the Warrants [Line Items]
Fair values of warrants	144
Term [Member]
Schedule of Fair Values at the Commitment Date for the Warrants [Line Items]
Fair values of warrants	5
Fair value of common stock [Member]
Schedule of Fair Values at the Commitment Date for the Warrants [Line Items]
Fair values of warrants	1.41

Stockholders’ Equity (Details) - Schedule of Warrant and Stock Option Grants with Time-Based Vesting - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Warrants Grants [Member]
Schedule of Warrant and Stock Option Grants with Time-Based Vesting [Line Items]
Number of shares subject to warrants, beginning balance	11,394	104,515
Weighted- average exercise price per share, beginning balance (in Dollars per share)	$ 58.72	$ 20.25
Number of shares subject to warrants, exercisable	4,896,219	44,831
Weighted- average exercise price per share, exercisable (in Dollars per share)	$ 1.64	$ 22.2
Number of shares subject to warrants, granted	4,887,118
Weighted- average exercise price per share, granted (in Dollars per share)	$ 1.53
Number of shares subject to warrants, exercised		(54,872)
Weighted- average exercise price per share, exercised (in Dollars per share)		$ 9.75
Number of shares subject to warrants, cancelled/forfeited	(2,293)	(4,812)
Weighted- average exercise price per share, cancelled/forfeited (in Dollars per share)	$ 53.64	$ 120.75
Number of shares subject to warrants, ending balance	4,896,219	44,831
Weighted- average exercise price per share, ending balance (in Dollars per share)	$ 1.64	$ 22.2
Stock Option Grants [Member]
Schedule of Warrant and Stock Option Grants with Time-Based Vesting [Line Items]
Number of shares subject to options beginning, balance	3,333	7,889
Weighted- average exercise price per share beginning, balance (in Dollars per share)	$ 39.6	$ 48.75
Number of shares subject to options, exercisable	3,333	6,667
Weighted- average exercise price per share, exercisable (in Dollars per share)	$ 39.6	$ 39.6
Number of shares subject to options, granted
Weighted- average exercise price per share, granted (in Dollars per share)
Number of shares subject to options, exercised
Weighted- average exercise price per share, exercised (in Dollars per share)
Number of shares subject to options, cancelled/forfeited		(1,222)
Weighted- average exercise price per share, cancelled/forfeited (in Dollars per share)		$ 98.55
Number of shares subject to options, ending balance	3,333	6,667
Weighted- average exercise price per share, ending balance (in Dollars per share)	$ 39.6	$ 39.6
Restricted Stock Units (RSUs) [Member]
Schedule of Warrant and Stock Option Grants with Time-Based Vesting [Line Items]
Number of shares subject to restricted stock units, beginning, balance	165,663	160,650
Number of shares subject to restricted stock units, exercisable	122,274	162,606
Number of shares subject to restricted stock units, granted	123,690	58,105
Number of shares subject to restricted stock units, exercised	(125,357)	(47,706)
Number of shares subject to restricted stock units, cancelled/forfeited	(41,722)	(4,610)
Number of shares subject to restricted stock units, ending balance	122,274	166,439

Stockholders’ Equity (Details) - Schedule of Company’s Outstanding Warrants and Options	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
$1.43 - $60.00 [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Warrants Outstanding	4,896,219
Warrants Weighted Average Remaining Contractual Life (in years)	4 years 9 months 14 days
Warrants Weighted Average Exercise Price (in Dollars per share) \| $ / shares	$ 1.64
Number of Warrants Exercisable	4,896,219
Intrinsic Value (in Dollars) \| $
$39.60 [Member] \| Stock Option [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Warrants Outstanding	3,333
Warrants Weighted Average Remaining Contractual Life (in years)	1 month 28 days
Warrants Weighted Average Exercise Price (in Dollars per share) \| $ / shares	$ 39.6
Number of Warrants Exercisable	3,333
Intrinsic Value (in Dollars) \| $

Stockholders’ Equity (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense		$ 40,547		$ 336,293

Net Loss Per Share (Details) - Schedule of Diluted Net Loss Per Share - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Diluted Net Loss Per Share [Line Items]
Total common stock equivalents	5,021,826	217,937
Stock options [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total common stock equivalents	3,333	6,667
Warrants [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total common stock equivalents	4,896,219	44,831
Restricted Stock Units [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total common stock equivalents	122,274	166,439

Related Party Transactions (Details) - USD ($)				9 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 11, 2024	Jan. 18, 2024	Sep. 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Shareholder advance				$ 67,622		$ 67,622
Short term capital				128,479	$ 183,558
Related Party [Member]
Related Party Transactions [Line Items]
Payable due				$ 149,838		$ 149,838
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Shareholder advanced			$ 100,000
Chief Financial Officer [Member]
Related Party Transactions [Line Items]
Short term capital	$ 128,479	$ 128,479

Income Tax Provision (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 39,700,000	$ 38,800,000
State loss carry-forwards	19,100,000	18,200,000
Valuation allowance	12,290,000	$ 12,126,000
Net change in valuation allowance	$ 164,000

Income Tax Provision (Details) - Schedule of Tax Provision at the Statutory Federal Income Tax Rate and the Tax Provision Attributable to Loss Before Income Tax	9 Months Ended
	Sep. 30, 2024
Schedule Of Tax Provision At The Statutory Federal Income Tax Rate And The Tax Provision Attributable To Loss Before Income Tax Abstract
Statutory federal income tax rate	21.00%
State tax rate	1.65%
Valuation Allowance	(22.65%)
Statutory federal income tax rate and the tax provision attributable to loss before income tax	0.00%

Subsequent Events (Details) - Subsequent Event [Member]	Oct. 24, 2024 USD ($) $ / shares shares
Subsequent Events [Line Items]
Aggregate shares of common stock \| shares	27,600
Settlement of accounts payable \| $	$ 32,016
Fair value ranging per share \| $ / shares	$ 1.16

SCWorx (NASDAQ:WORX)
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