0001140361-22-038365.txt : 20221025 0001140361-22-038365.hdr.sgml : 20221025 20221025154935 ACCESSION NUMBER: 0001140361-22-038365 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221025 DATE AS OF CHANGE: 20221025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCWorx Corp. CENTRAL INDEX KEY: 0001674227 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 475412331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90690 FILM NUMBER: 221329431 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127397825 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Alliance MMA, Inc. DATE OF NAME CHANGE: 20160510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gamberale Joseph CENTRAL INDEX KEY: 0001684606 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 brhc10043270_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
 Under the Securities Exchange Act of 1934
 
SCWorx Corp.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

78396V109
 (CUSIP Number)

102 NE 2nd Street, Suite 311
Boca Raton, Florida 33486

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 1, 2022
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

 ☐
Rule 13d-1(b)

☒
Rule 13d-1(c)

☐
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G
 CUSIP No.  78396V109
    

1
NAMES OF REPORTING PERSONS
 
 
Joseph Gamberale
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,065,591  (1)
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,065,591  (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,065,591  (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Consists of 875,130 shares of Common Stock and 190,461 shares of Common Stock that are issuable upon the exercise of certain Warrants.
 
 (2)
This percentage is based on 13,007,409 shares of Common Stock of the Issuer outstanding based upon information received from the Issuer.

SCHEDULE 13G
 CUSIP No.  78396V109
    

Item 1.

 
(a)
Name of Issuer
   
SCWorx Corp.
     
 
(b)
Address of Issuer’s principal executive offices
   
590 Madison Avenue, 21st Floor
   
New York, New York 10022

Item 2.

 
(a)
Name of persons filing
     
   
Joseph Gamberale
     
 
(b)
Address or principal business office or, if none, residence
     
   
102 NE 2nd Street, Suite 311
   
Boca Raton, Florida 33486
     
 
(c)
Citizenship
     
   
Ivy Equity Investors, LLC is a limited liability company formed under the laws of the State of Delaware.
   
Mr. Gamberale is a citizen of the United States of America.
     
 
(d)
Title of class of securities
     
   
Common Stock, par value $0.001 per share
     
 
(e)
CUSIP No.
     
   
78396V109
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
 ☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)
 ☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
 ☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
 ☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e)
 ☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)
 ☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)
☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
(h)
 ☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
 ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)
 ☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
        
(k)
 ☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

SCHEDULE 13G
 CUSIP No.  78396V109
    

Item 4.
Ownership.

Joseph Gamberale: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of Mr. Joseph Gamberale’s cover page and is incorporated herein by reference.
 
Item 5.
Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6.
Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

SCHEDULE 13G
 CUSIP No.  78396V109
    

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: October 24, 2022
/s/ Joseph Gamberale
 
Joseph Gamberale