SCWorx Corp. (NASDAQ: WORX) carries approximately 6.2 million full-ratchet warrants — instruments whose strike price and share count automatically reset downward whenever the company raises capital at a lower price — against just 742,099 shares outstanding. That ratio, roughly 8.4-to-1, is the defining structural fact for this healthcare-IT micro-cap, which has drawn renewed attention as several contractual deadlines converge before year-end.

ShareStructure assigns WORX an elevated dilution risk grade of 7 out of 10.

The float is razor-thin

Of the 742,099 shares outstanding as of October 9, only about 337,716 are freely tradeable. The gap exists because 399,860 shares issued in a September 2026 private placement — along with placement-agent fee shares — remain restricted. They cannot be resold until an S-3 resale registration — a filing that, once approved by the SEC, lets holders sell previously restricted shares on the open market — goes effective or the six-month Rule 144 holding period expires around March 2027.

That means the current public float is less than half of outstanding shares.

The warrant overhang dwarfs everything else

Total warrants outstanding sit at roughly 6.56 million shares. About 6.2 million of those carry full-ratchet provisions and are held by a small group: Iroquois Master Fund, Aramas Capital Management, Pinz Capital, and Pamria. Their estimated strike price is approximately $2.68. The warrants appear out-of-the-money today, but the ratchet mechanism means they function more like floating-strike instruments than fixed ones. Any future equity raise priced below $2.68 would reset the strike and increase the number of shares issuable.

To put the scale in perspective: the 6.2 million ratchet-warrant shares alone represent roughly 18 times the current tradeable float.

The S-3 registers 38 times the float

Filed October 16, the pending S-3 covers 12,999,253 shares for resale. That figure includes 200-percent coverage of the ratchet-warrant shares — meaning the registration leaves room for the share count to double again if the warrants reset. It also covers the 399,860 restricted placement shares. Once effective, the registration would unlock virtually the entire overhang for public sale.

A chain of deadlines

Several dates stack tightly:

• October 31, 2026: A rescission deadline tied to the September private placement. If the company has not resumed trading on Nasdaq by this date, purchasers can return 350,000 shares and cancel 350,000 warrants in exchange for a refund of $938,000 — which would drop outstanding shares to roughly 392,000 and likely force an emergency financing.
• December 15, 2026: The 90-day lockup from the September placement expires, reopening the company's ability to issue new equity.
• Late November 2026 to January 2027: The S-3 is expected to go effective, converting 399,860 restricted shares into free-trading stock and enabling resale of warrant shares.

Dawson James Securities, the placement agent, holds a 12-month exclusivity arrangement with a 6-percent tail fee on any subsequent raise, creating a financial incentive for additional offerings.

Reverse-split history and share-count growth

WORX has executed four reverse splits: 1-for-19 (2019), 1-for-15 (2023), 1-for-15 (April 2026), and 1-for-12 (August 2026). The two 2026 splits combine to a 1-for-180 consolidation. Despite that compression, outstanding shares grew from 89,789 on August 14 to 742,099 by October 9 — a 726-percent increase in roughly eight weeks, driven by warrant exercises, the private placement, and fee-share issuances.

The company has 150 million shares authorized, leaving vast room for future issuance relative to the 742,099 currently outstanding.