8-K
SWK Holdings Corp (SWKH)
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): August 11,2021
SWK HOLDINGS
CORPORATION
(Exact Nameof the Registrant as Specified in Its Charter)
Delaware
(State orOther Jurisdiction of Incorporation)
| 001-39184 | 77-0435679 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 14755 Preston Road, Suite 105, Dallas, TX | 75254 |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 687-7250
(Registrant’sTelephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material<br> pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value <br><br>$0.001 per share | SWKH | The Nasdaq<br> Stock Market LLC |
| Preferred<br> Stock <br><br> Purchase Rights | SWKH | The Nasdaq<br> Stock Market LLC |
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers.
On August 11, 2021, the Board of Directors of SWK Holdings Corporation (the “Company”), upon the recommendation of its Compensation Committee, approved a bonus agreement with Winston L. Black, the Chief Executive Officer of the Company, in connection with the approval of bonus agreements with certain selected employees of the Company. The bonus agreements provide for special bonuses in the event the Company consummates a strategic corporate transaction before April 1, 2022. Subject to consummation of such a transaction, Mr. Black would receive approximately 50% of the bonus pool, 75% of which would be paid at closing of such transaction and 25% of which would be paid on the six-month anniversary of such closing, provided he remains employed through the closing and is not terminated with cause nor resigns without good reason prior to the second payment date, as well as executes and does not revoke a general release of claims against the Company, supports the transaction and complies with certain restrictive covenants.
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 thereunto duly authorized.
| SWK HOLDINGS CORPORATION | |
|---|---|
| By: | /s/<br> Winston L. Black III |
| Winston L. Black III | |
| Chief<br> Executive Officer |
Date: August 17, 2021