Item 1.01 Entry into a Material Definitive Agreement.

Between November 18, 2024 and November 19, 2024, SC Worx Corp. (the "Company", ""Registrant", we", "us", "our") entered into a Securities Purchase Agreement ("SPA") with certain accredited investors (the "Investors"), and, pursuant to the SPA, sold to the Investors an aggregate 232,558 shares of its common stock, $.001 par value, and warrants to acquire up to an aggregate 232,558 additional shares of the Company's common stock for gross proceeds of $200,000. The warrants are exercisable at a price of $0.86 per share, subject to certain adjustments, and expire five years from the dates of issuance. Each of the Investors represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and that it was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.

The Company intends to use the net proceeds from the transaction for working capital, and other general corporate purposes.

Warrants

The exercise price of the warrants is $0.86 per share, subject to adjustment as described below. The warrants are immediately exercisable. And have a term of five years from the issuance dates. The Warrants are also exercisable on a cashless basis at any time the registration statement covering the shares issuable upon the exercise of the warrants is not effective. The warrants are not exercisable if, after giving effect to the exercise, the holder or any of its affiliates would be the beneficial owner as determined in accordance with the rules of the SEC of in excess of 4.99% of our outstanding shares of common stock.

The exercise price is subject to adjustment for stock splits, combinations or similar events, and, in such event, the number of shares issuable upon the exercise of the warrants will also be adjusted such that the aggregate warrant exercise price shall be the same immediately before and immediately after such adjustment. In addition, the warrant exercise price is also subject to a "full ratchet" anti-dilution adjustment which, in the event that we issue or are deemed to have issued, certain securities at a price lower than the then applicable warrant exercise price, immediately reduces warrant exercise price to equal the price at which we issued or was deemed to have issued, our common stock.

Registration Rights

The shares of Common Stock and shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the SPA, the Company and the Investors entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company will be required to file a resale registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") to register for resale the Conversion Shares, the Warrant Shares, promptly following the Closing Date.

The foregoing is only a summary of the material terms of the SPA, the Convertible Notes, the Warrants, the Security Agreement, the Registration Rights Agreement, and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the forms of SPA, warrants, and Registration Rights Agreement is qualified in its entirety by reference to the forms of such agreements, which are filed as exhibits to this Current Report and are incorporated by reference herein.

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