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): November 23, 2021

SWK HOLDINGS CORPORATION

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other 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’s Telephone 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant 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 Stock, par value
$0.001 per share

SWKH

The Nasdaq Stock Market LLC

Preferred Stock
Purchase Rights

SWKH

The Nasdaq 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 Arrangement of Certain Officers

On November 23, 2021, Mr. Edward Stead informed SWK Holdings Corporation (the “Company”) that it is no longer his intention to resign as a director of the Company. The Company had previously disclosed that Mr. Stead had informed the Company that he will be resigning as a director of the Company no later than December 31, 2021.

Item 7.01

Regulation FD Disclosure.

On November 24, 2021, the Company issued a press release announcing that on November 23, 2021, the Company’s Board of Directors (the “Board”) received a non-binding proposal from funds managed by Carlson Capital, L.P. (“Carlson”) to acquire all of the issued and outstanding shares of common stock of the Company not already owned by Carlson for a price of $19.00 per share, payable in cash (the “Potential Acquisition”). The Board subsequently formed a special committee of the Board consisting of non-executive, independent directors to consider the Potential Acquisition. A copy of the Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Number		Description

99.1		Press Release of SWK Holdings Corporation, dated November 24, 2021, confirming receipt of a non-binding proposal from funds managed by Carlson Capital, L.P.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Winston L. Black III
	Winston L. Black III
	Chief Executive Officer

Date: November 24, 2021

SWK Holdings Confirms Receipt of Non-Binding Proposal from
Carlson Capital L.P.

Announces Formation of Special Committee

Dallas, TX, November 24, 2021 – SWK Holdings Corporation (Nasdaq: SWKH) (the “Company” or “SWK”) confirmed that on November 23, 2021, it received a non-binding proposal from funds managed by Carlson Capital, L.P. (“Carlson”) to acquire all shares of SWK not already owned by Carlson for a price of $19.00 per share, payable in cash. (the “Proposed Acquisition”). This proposal is not related to the prior proposal submitted by Carlson to the Company in April 2021.

The Company’s Board of Directors (the “Board”) has formed a special committee of non-executive, independent directors (the “Special Committee”). The Special Committee, in consultation with its advisors, will carefully review and consider Carlson’s proposal and pursue the course of action that it believes is in the best interests of the Company’s stockholders. The Company’s stockholders do not need to take any action at this time.

JMP Securities LLC is serving as financial advisor to the Special Committee and Shearman & Sterling LLP is acting as legal counsel.

There can be no assurance that a definitive proposal relating to the Proposed Acquisition will be made, that any such proposal will be recommended or accepted by the Special Committee, that a definitive agreement relating to the Proposed Acquisition or any other transaction will be entered into by the Company or that any transaction will be consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About SWK Holdings:

SWK is a specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK’s business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. SWK also owns Enteris Biopharma (“Enteris”), whose core Peptelligence™ drug delivery technology creates oral formulations of peptide-based and BCS class II, III, and IV small molecules. With Enteris, SWK has the opportunity to grow its specialty finance business by actively building 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. Forward-looking statements in this press release include statements regarding the Proposed Acquisition. Factors that could cause actual results of SWK to differ materially from those contemplated or implied by the statements in this communication include uncertainties as to whether an agreement regarding the Proposed Acquisition will be negotiated and executed; negative effects from the pendency of the Proposed Acquisition; uncertainties as to whether the Board or the Special Committee will approve any transaction proposed by Carlson; uncertainties as to whether SWK’s stockholders not affiliated with Carlson will approve any transaction; the timing of the Proposed Acquisition and whether the Proposed Acquisition will be completed; failure to realize contemplated benefits from the Proposed Acquisition; and incurrence of significant costs in connection with the Proposed Acquisition. 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.

For more information, please contact:

Jason Rando (Media)

Tiberend Strategic Advisors, Inc.

+1.212.375.2665

[email protected]

Maureen McEnroe, CFA (Investors)
+1 212.375.2664

[email protected]