UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Entry Into Merger Agreement
As previously disclosed, On October 16, 2023, SCWorx Corp. (the “Company” or “SCWorx”) entered into a letter of intent to merge with American Energy Partners, Inc. (“American Environmental”) (OTC: AEPT) .
On December 22, 2023, SCWorx entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with American Environmental.
Under the Agreement, the Company has agreed to merge its wholly-owned subsidiary in American Environmental, with American Environmental as the surviving company in the merger. As merger consideration for their shares, American Environmental shareholders will receive shares of SCWorx common stock equal to 83% of the combined Company, on a fully diluted basis, after giving effect to a pre-merger capital raise of up to $6 million by American Environmental, which is a condition to completion of the Agreement. Therefore, SCWorx shareholders will own 17% of the combined company on a fully-diluted basis after the merger.
Upon completion of the Agreement, pursuant to the Merger Agreement, , the board of directors of SCWorx will consist of 5 directors, 4 designated by American Environmental and one designated by SCWorx.
The Company previously engaged Stanton Park, a boutique investment bank, to advise it in connection with the process of reviewing strategic opportunities available to the Company, including the Agreement.
The Agreement has been approved by the boards of directors of both SCWorx and American Environmental and is expected to close in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the shareholders of American Environmental will own more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction. As such, the Agreement is subject to NASDAQ approving a listing application based on initial inclusion standards. In addition, the closing of the Agreement is subject to satisfaction of the following conditions: (i) satisfactory completion of due diligence review by both parties, (ii) American Environmental raising up to $6 Million of equity, and (iii) approval by both SCWorx and American Environmental shareholders, as well as other customary closing conditions.
There can be no assurance that the Agreement will be completed as currently contemplated, or at all.
American Environmental is an environmental services company headquartered in Pennsylvania. Effective October 30, 2023, American Energy Partners, Inc.’s name was changed to “American Environmental Partners, Inc.”, subject to regulatory approval.
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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.
Dated: December 26, 2023
| SCWorx Corp. | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Chief Executive Officer | |
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