Item 1.01 Entry into a Material Definitive Agreement. On January 21, 2025, 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 a new series of senior secured convertible notes (the “ Convertible Notes”) with an aggregate original principal amount of $1,500,000 and an initial conversion price of $1.25 per share, subject to adjustment as described in the Convertible Notes, and Series A warrants (the “ Series A Warrants”, Series B warrants (the “ Series B Warrants”) and Series C warrants (the “ Series C Warrants”) to acquire up to an aggregate amount of 7,200,000 additional shares of the Company’s common stock (collectively, the “ Warrants” and together with the Notes, the “ Notes Offering”). The Warrants are exercisable immediately, one-third of which (the Series A Warrants) are exercisable at a price of $1.25 per share and two-thirds of which (the Series B Warrants and the Series C Warrants) are exercisable at a price of $1.375 per share, all expiring five years from the date of issuance. There is no established public trading market for the Warrants and we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system. The Notes Offering was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. 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 expects to use proceeds from the Offering to fund operating expenses and for general working capital, fees and expenses. SPA

Item 3.02 Unregistered Sales of Equity Securities The matters described in Section 1.01 of this Current Report on Form 8-K related to the Notes Offering and the stock issuances in payment of the arbitration award are incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Series A, Series B and Series C Warrant * 10.1 Securities Purchase Agreement (Notes)* 10.2 Form of Senior Secured Convertible Note * 10.3 Registration Rights Agreement dated July 16, 2024 (Incorporated by reference to Exhibit 10.5 on the Company’s Form 8-K filed with the SEC on July 16, 2024) 10.4 Guaranty and Security Agreement* 10.5 Amendment and Consent, dated as of November 18, 2024* 10.6 Form of Lock-Up Agreement * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. SIGNATURES