UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2019
SCWorx Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-37899 | 47-5412331 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 739-7825
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 30, 2019, Alliance MMA, Inc. (n/k/a SCWorx Corp.) held a Special Meeting in lieu of Annual Meeting of Stockholders, at which the stockholders approved all four nominees for the board of directors and all other proposals submitted to the stockholders.
The following nominees for director were elected and the number of votes cast “for” “against” and abstentions are indicated opposite each such director’s name below:
Nominee | Votes “FOR” | Votes “AGAINST’ | ABSTENTIONS |
Joseph Gamberale | 9,122,008 | 401,480 | 122,362 |
Charles K. Miller | 9,219,330 | 303,302 | 123,218 |
Joel D. Tracy | 9,193,955 | 329,035 | 319,254 |
Burt A. Watson | 9,202,999 | 319,254 | 123,597 |
In addition, the following matters were approved by the stockholders and the number of votes cast “for” “against” and abstentions are indicated opposite each such matter below:
Matter | Votes “FOR” | Votes “AGAINST’ | ABSTENTIONS |
Acquisition of SCWorx Corp. | 9,515,177 | 97,697 | 32,976 |
Issuance of Series A Preferred Stock Units | 9,071,949 | 534,726 | 39,175 |
Reverse stock Split of Common Stock | 9,128,273 | 476,247 | 41,330 |
Increase Shares in Stock Option Plan | 8,904,898 | 652,274 | 88,678 |
Ratify Appointment of Accounting Firm | 9,460,198 | 59,330 | 126,322 |
Advisory Vote on Executive Compensation | 8,864,806 | 656,539 | 124,505 |
With regard to the stockholdervote on the frequency of shareholder advisory votes on executive compensation required bysection 14A(a)(2) of the Securities Exchange Act of 1934, the number of votes cast for one, two and three years, as well as abstentions is set forth below:
Frequency of Shareholder Advisory Votes | Votes “FOR” | ABSTENTIONS |
1 year | 757,509 | |
2 years | 8,263,050 | |
3 years | 57,251 | |
Total | 9,077,810 | 568,040 |
In light of the foregoing, the Company will include a shareholder vote on the compensation of executives in its proxy materials every two years until the next required vote on the frequency of shareholder votes on the compensation of executives.
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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 hereunto duly authorized.
SCWorx Corp. | ||
By: | /s/ John Price | |
John Price | ||
Chief Financial Officer | ||
Dated: February 5, 2019 |