8-K
SWK Holdings Corp (SWKHL)
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): August31, 2022
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 |
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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 1, 2022, SWK Holdings Corporation (the “Company”) announced that the Company and Winston L. Black III, Chief Executive Officer of the Company and a member of its Board of Directors have mutually agreed that Mr. Black would depart from his current positions with the Company, effective September 30, 2022 (the “Separation Date”). The Company’s Board of Directors has appointed Jody Staggs to be the Company’s President, effective as of September 1, 2022, and the Interim Chief Executive Officer of the Company, effective as of the Separation Date.
The Company and Mr. Black entered into a Separation and Release Agreement, dated August 31, 2022 (the “Separation Agreement”), pursuant to which Mr. Black has agreed to serve as a non-employee consultant to the Company for the six-month period following the Separation Date, providing certain advisory services to the Company, including assisting in transitioning duties and responsibilities and providing advice on matters related to the business. In consideration of the provision of these consulting services and subject to Mr. Black’s execution of a general release of claims and compliance with the terms of the Separation Agreement, including restrictive covenants set out therein, Mr. Black will be entitled to receive the following: (i) six months of continued base salary ($150,250 in total) beginning from the Separation Date; (ii) a monthly payment for a period of six months from the Separation Date equal to the cost of COBRA continuation coverage under the Company’s medical plans less the amount of Mr. Black’s portion of the premium as if Mr. Black were an active employee; (iii) a lump sum payment of $1,100,000, payable 30 days after the Separation Date; (iv) payout of accrued vacation; and (v) reimbursement of legal fees up to $10,000. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
Mr. Staggs, 41, was a co-founder of PBS Capital, an investment management firm focused on pharmaceutical royalties and healthcare equities, which was a predecessor to the Company’s specialty finance business. He joined the Company in August 2015 and was promoted to Managing Director in January 2020. Prior to joining the Company, Mr. Staggs was a Vice President of Investments at Annandale Capital, an employee at Dallas-based hedge fund Alistair Capital and a Senior Portfolio Analyst at Highland Capital. He began his career as an equity research associate at Raymond James, and he was a Walton Scholar and on the Dean’s List at the University of Arkansas where he graduated with a B.A. in Finance. He has earned the right to use the Chartered Financial Analyst designation. The Company expects to enter into an employment agreement with Mr. Staggs in connection with his appointment as the Company’s President and Interim Chief Executive Officer. The material terms of the employment agreement will be disclosed upon its finalization. There are no family relationships between Mr. Staggs and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Staggs that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Staggs and any other persons pursuant to which he was appointed.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| 99.1 | Press Release dated September 1, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature(s)
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.
| SWK HOLDINGS CORPORATION | ||
|---|---|---|
| Dated: September 1, 2022 | By: | /s/ Robert K. Hatcher |
| Robert K. Hatcher | ||
| Director |
Exhibit 99.1
SWK Holdings Announces Leadership Transition
Jody Staggs appointed as President andInterim CEO
CEO Winston Black will assist in an interimconsulting role after successfully establishing SWK Holdings as a leading life science focused specialty finance company
Portfolio and pipeline remain strongas evidenced by recent closing of two $25 million credit agreements
Dallas, TX, Sept. 1, 2022 – SWK Holdings Corporation (Nasdaq: SWKH) (“SWK” or the “Company”), a life science focused specialty finance company catering to small- and mid-sized commercial-stage companies, today announced that Jody Staggs, Managing Director of SWK Holdings, has been promoted to the position of President, effective September 1, 2022, and will serve as interim Chief Executive Officer, effective September 30, 2022. Winston Black, Chairman and CEO, will leave his positions at SWK, effective September 30, 2022.
“Winston has guided SWK as a part of its leadership team from our founding, helping establish the company’s disciplined approach to delivering creative, non-dilutive financing structures to small- and mid-sized life sciences companies. As a result of his and the team’s efforts, the company has a strong foundation to move forward and focus intently on future shareholder value creation. On behalf of SWK’s Board, our employees, and shareholders, I would like to thank Winston for his dedication, hard work, and numerous achievements and wish him well in his future endeavors,” said Robert K. Hatcher, Member of SWK Holdings’ Board of Directors.
“Jody is an ideal successor to Winston, and I am pleased he will be SWK’s new President. He has been instrumental in SWK’s strong portfolio performance and improved deal sourcing. Most recently, Jody and the SWK team closed two $25 million financings with Aziyo Biologics and MedMinder Systems, both highly innovative companies,” Mr. Hatcher continued. “Jody’s life science industry knowledge and network, credit background, and ability to identify investment opportunities should enable SWK to build on its position as a premier life science focused specialty finance company.”
Mr. Staggs commented: “I want to thank Winston for his leadership over the past decade. He has transformed SWK from an OTC-listed pool of financial assets to a highly regarded, specialty life science finance company. It has been a pleasure working with and learning from Winston, and I wish him the best in this next chapter.”
Mr. Staggs continued: “The SWK team is energized to build from the strong foundation that Winston helped establish. Our underlying business fundamentals are strong and current market conditions are ideal for our creative financing solutions. The existing portfolio is healthy and, with the recently announced deal closings, our investment assets currently total approximately $219 million. We will continue to capitalize on our reputation as a partner of choice for small- and mid-sized life science companies and are intently focused on improving returns for our shareholders.”
Mr. Staggs, 41, was a co-founder of PBS Capital, an investment management firm that focused on pharmaceutical royalties and healthcare equities and was a predecessor to SWK’s specialty finance business. He joined SWK Holdings in August 2015 and was promoted to Managing Director in January 2020. Prior to joining SWK, Mr. Staggs was a Vice President of Investments at Annandale Capital as well as being the first employee at Dallas-based hedge fund, Alistair Capital. Mr. Staggs was a Senior Portfolio Analyst at Highland Capital where he worked on the firm’s healthcare multi-strategy and public equity groups. Mr. Staggs began his career as an equity research associate at Raymond James, where he covered healthcare companies. He was a Walton Scholar and on the Dean’s List at the University of Arkansas where he graduated with a B.A. in Finance. He has earned the right to use the Chartered Financial Analyst designation.
About SWK HoldingsCorporation
SWK Holdings Corporation is a life science focused specialty finance company partnering with small- and mid-sized commercial-stage healthcare companies. SWK provides non-dilutive financing to fuel the development and commercialization of lifesaving and life-enhancing medical technologies and products. SWK’s unique financing structures provide flexible financing solutions at an attractive cost of capital to create long-term value for all SWK stakeholders. SWK’s solutions include structured debt, traditional royalty monetization, synthetic royalty transactions, and asset purchases, and typically range in size from $5.0 million to $25.0 million. SWK also owns Enteris BioPharma, whose Peptelligence® and ProPerma® drug delivery technologies create oral formulations of peptide-based and BCS class II, III, and IV small molecules. With Enteris, SWK has the opportunity to grow its finance portfolio by actively creating a wholly owned portfolio of milestones and royalties through licensing activities. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect SWK’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption “Risk Factors” and elsewhere in SWK’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise**.**
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