Statement of Ownership (sc 13g)
February 21 2019 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
SCWorx
Corp.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
78396V
109
(CUSIP Number)
February
5, 2019
(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)
x
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 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).
CUSIP No. 78396V 109
|
13G
|
Page 2 of 4 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
Riverside Merchant Partners LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
513,185 shares of Common
Stock
179,581 shares of Common
Stock issuable upon exercise of Warrants (See Item 4)
(1)
328,947 shares of Common Stock issuable upon conversion of Convertible Preferred Stock (See Item 4)
(1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
513,185 shares of Common
Stock
179,581 shares of Common
Stock issuable upon exercise of Warrants (See Item 4)
(1)
328,947 shares of Common Stock issuable upon conversion of Convertible Preferred Stock (See Item 4)
(1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,185 shares of Common
Stock
179,581 shares of Common
Stock issuable upon exercise of Warrants (See Item 4)
(1)
328,947 shares of Common Stock issuable upon conversion of Convertible Preferred Stock (See Item 4)
(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)
7.8% (See Item 4)
(1)
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
(1)
|
As more fully described in Item 4, the Warrants and the Convertible Preferred Stock (as such terms are defined in Item 4) are
each subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully
described in Item 4, the securities reported in rows (5), (7) and (9) show the number of shares of common stock of the issuer,
par value $0.001 per share (the “Common Stock”) that would be issuable upon full exercise of the Warrants and full
conversion of the Convertible Preferred Stock and do not give effect to the 4.99% blockers. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (5), (7) and (9).
|
CUSIP No. 78396V 109
|
13G
|
Page 3 of 4 Pages
|
Item
1.
|
(a)
|
Name of Issuer
SCWorx Corp.
|
|
|
|
|
(b)
|
Address of Issuer’s
Principal Executive Offices
590 Madison Ave., New
York, NY 10022
|
|
|
|
Item
2.
|
(a)
|
Name of Person Filing
Riverside Merchant Partners
LLC
|
|
|
|
|
(b)
|
Address of the Principal
Office or, if none, residence
1581 Franklin Ave., Garden
City, NY 11530
|
|
|
|
|
(c)
|
Citizenship
New York limited liability company
|
|
|
|
|
(d)
|
Title of Class of Securities
Common Stock, $0.001 par
value per share
|
|
|
|
|
(e)
|
CUSIP Number
78396V 109
|
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:
Not Applicable (this Schedule
is being filed pursuant to Rule 13d-1(c)).
Item 4. Ownership.
|
(a)
|
Amount beneficially owned: 513,185 shares of Common Stock, 179,581 shares of Common Stock issuable upon exercise of certain
warrants (the “Warrants”) and 328,947 shares of Common Stock issuable upon conversion of certain shares of convertible
preferred stock (the “Convertible Preferred Stock”). An investment committee established by Riverside Merchant Partners
LLC is empowered to make all investment and voting decisions on behalf of Riverside Merchant Partners LLC. None of the members
of the investment committee is deemed a beneficial owner of the Issuer’s securities held by Riverside Merchant Partners LLC,
based on the so-called “rule of three,” which holds that, where voting and investment decisions regarding an entity’s
portfolio securities are made by three or more individuals, and a voting or investment decision requires the approval of a majority
of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s portfolio securities.
|
|
(b)
|
Percent of class: 7.8% as disclosed to the Reporting Person by the Issuer separately.
|
CUSIP No. 78396V 109
|
13G
|
Page 4 of 4 Pages
|
|
(c)
|
Number of shares as to which the Reporting Person has:
|
|
a.
|
Sole power to vote or to direct the vote:
513,185 shares of Common Stock, 179,581 shares
of Common Stock issuable upon exercise of the Warrants and 328,947 shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock
|
|
b.
|
Shared power to vote or to direct the vote
: 0
|
|
c.
|
Sole power to dispose or direct the disposition of:
513,185 shares of Common Stock, 179,581
shares of Common Stock issuable upon exercise of the Warrants and 328,947 shares of Common Stock issuable upon conversion of the
Convertible Preferred Stock
|
|
d.
|
Shared power to dispose or direct the disposition: 0
|
Item 5. Ownership
of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership
of More than Five 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.
Not applicable.
Item 8. Identification
and Classification of Members of the Group.
Not applicable.
Item 9. Notice
of Dissolution of Group.
Not applicable.
Item 10. Certification.
(c) The following certification
shall be included if the statement is filed pursuant to §240.13d-1(c):
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under §240.14a-11.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 20, 2019
|
RIVERSIDE MERCHANT PARTNERS LLC
|
|
|
|
|
By:
|
/s/ Matthew Kern
|
|
|
Matthew Kern, Chief Financial Officer
|
|
SCWorx (NASDAQ:WORX)
Historical Stock Chart
From Aug 2024 to Sep 2024
SCWorx (NASDAQ:WORX)
Historical Stock Chart
From Sep 2023 to Sep 2024