swkh-20250410

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): April 10, 2025

SWK HOLDINGS CORPORATION

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

Delaware

(State or Other Jurisdiction of Incorporation)


F11.001-39184			77-0435679
(Commission File Number)			(IRS Employer Identification No.)

5956 Sherry Lane, Suite 650, Dallas, TX			75225
(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:


			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			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
9.00% Senior Notes due 2027	SWKHL	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

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.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form 8-K filed by SWK Holdings Corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on March 20, 2025, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with SCOF SPV I, LP, a Delaware limited partnership and an entity affiliated with Soleus Capital Management L.P. (the “Purchaser”) on March 19, 2025 for the sale and assignment to Purchaser (the “Royalty Sale”) of the Company’s rights to receive royalties and other amounts payable or that may become payable under certain contracts to which SWK Funding LLC, a wholly owned subsidiary of the Company (“SWK Funding”), is a party, comprising the majority of the Company’s royalty portfolio for an aggregate purchase price of approximately $34.0 million. On April 10, 2025, the Company completed the transactions contemplated by the Purchase and Sale Agreement and Purchaser paid the Company approximately $34.0 million in cash and assumed certain related liabilities.

A copy of the unaudited pro forma consolidated financial statements of the Company, giving effect to the Royalty Sale, are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 10, 2025, the Company issued a press release announcing the closing of the Royalty Sale and the declaration of a cash dividend (as further discussed in Item 8.01 of this Current Report on Form 8-K). A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On April 10, 2025, the Company announced that its Board of Directors declared a cash dividend of $4 per share of common stock. The dividend is payable on May 8, 2025 to stockholders of record as of the close of business on April 24, 2025.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma consolidated financial statements of the Company as of and for the year ended December 31, 2024 and the notes related thereto, giving effect to the Royalty Sale, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release of SWK Holdings Corp, dated April 10, 2025
99.2			Unadudited Pro Forma Condensed Consolidated Financial Information for SWK Holdings Corporation
104			Cover Page Interactive Date 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/ Joe D. Staggs
			Joe D. Staggs
			President and Chief Executive Officer

Date: April 10, 2025

Exhibit 99.1

SWK Holdings Announces Closing of Royalty Sale and $4.00 Per Share Special Dividend

Dallas, TX – April 10, 2025 – SWK Holdings Corporation (Nasdaq: SWKH) (“SWK” or the “Company”), a life science-focused specialty finance company, today announced the closing of the previously announced royalty sale to SCOF SPV I, LP, an affiliate of Soleus Capital Management, for total cash proceeds of approximately $34.0 million.

In conjunction with the closing, SWK’s Board of Directors has declared a special cash dividend of $4.00 per share, payable to all holders of record of the Company’s common stock as of April 24, 2025, with a payment date of May 8, 2025.

“This transaction represents an attractive monetization of the majority of our royalty assets at valuation approximating the GAAP carrying value. In this uncertain market we are pleased to achieve this value for our shareholders. The special dividend reflects our continued commitment to deliver that value to our shareholders” said Jody Staggs, Chief Executive Officer of SWK Holdings. “We remain bullish on SWK’s outlook which is anchored by an approximately $220 million performing life science loan portfolio that continues to generate attractive cash yields.”

About SWK Holdings Corporation

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 typically ranging in size from $5.0 million to $25.0 million. SWK also owns MOD3 Pharma, a clinical development and manufacturing organization providing development services to pharmaceutical partners. Additional information on the life science finance market is available on the Company's website at www.swkhold.com.

Safe Harbor for Forward-Looking Statements

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.

For more information, please contact:

Investor Relations and Media

Susan Xu

[email protected]

778-323-0959

Exhibit 99.2

Unaudited Pro Forma Consolidated Financial Statements

On March 19, 2025, SWK Holdings Corporation (“the Company”) entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with SCOF SPV I, LP, a Delaware limited partnership and an entity affiliated with Soleus Capital Management L.P. (the “Purchaser”) for the sale and assignment to Purchaser (the “Royalty Sale”) of the Company’s rights to receive royalties and other amounts payable or that may become payable under certain contracts to which SWK Funding LLC, a wholly owned subsidiary of the Company (“SWK Funding”), is a party, comprising the majority of the Company’s royalty portfolio for an aggregate purchase price of approximately $34.0 million.

The unaudited pro forma consolidated financial statements were derived from the Company’s historical consolidated financial statements for the respective periods. The unaudited pro forma consolidated balance sheet as of December 31, 2024 gives effect to the Royalty Sale as if they had occurred on December 31, 2024. The unaudited pro forma consolidated financial statements of operations for the year ended December 31, 2024 give effect to the Royalty Sale as if they had occurred on January 1, 2024.

The unaudited pro forma adjustments are based on available information and certain assumptions that we believe are reasonable as of the date of this Current Report on Form 8-K to which these unaudited pro forma consolidated financial statements are included. Assumptions underlying the pro forma adjustments related to the Royalty Sale are described in the accompanying notes. The pro forma adjustments reflected herein are based on management’s expectations regarding the Royalty Sale. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the results of operations of future periods or the results of operations that actually would have been realized had the Royalty Sale been executed on the dates or for the periods presented.

The unaudited pro forma consolidated financial statements should be read in conjunction with the audited December 31, 2024 consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed on March 20, 2025

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2024

(in thousands except for par value and share amounts)


	As Reported		Transaction accounting adjustments - Royalty Sale		Pro Forma
Assets:
Current assets:
Cash and cash equivalents (1)	$	5,927	$	33,990	$	39,917
Assets held for sale	6,398		—		6,398
Interest, accounts receivable and other receivables, net (2)	5,788		(1,865)		3,923
Other current assets	2,141		—		2,141
Total current assets	20,254		32,125		52,379

Finance receivables (3)	277,760		(33,541)		244,219
Collateral on foreign currency forward contract	2,750		—		2,750
Marketable investments	580		—		580
Deferred tax assets, net	23,484		—		23,484
Warrant assets	4,366		—		4,366
Property and equipment, net	48		—		48
Other non-current assets	2,993		—		2,993
Total assets	$	332,235	$	(1,416)	$	330,819

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	2,810	$	—	$	2,810
Liabilities held for sale	1,255		—		1,255
Deferred income	1,500		—		1,500
Total current liabilities	5,565		—		5,565

Unsecured senior notes, net	31,412		—		31,412
Revolving credit facility	6,233		—		6,233
Other non-current liabilities	335		—		335
Total liabilities	43,545		—		43,545

Commitments and contingencies (Note 6)

Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding	—		—		—
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,497,770 shares issued and outstanding	12		—		12
Additional paid-in capital	4,419,991		—		4,419,991
Accumulated deficit(4)	(4,131,313)		(1,416)		(4,132,729)
Total stockholders' equity	288,690		(1,416)		287,274
Total liabilities and stockholders' equity	$	332,235	$	(1,416)	$	330,819

Unaudited Pro Forma Consolidated Statements of Income

For the Year Ended December 31, 2024

(in thousands except for earnings per share amounts)


	As Reported		Transaction accounting adjustments - Royalty Sale		Pro Forma
Revenues:
Finance receivable interest income, including fees (1)	$	40,787	$	(6,470)	$	34,317
Pharmaceutical development	3,616		—		3,616
Other	584		—		584
Total revenues	44,987		(6,470)		38,517

Costs and expenses:
Provision for credit losses (2)	12,756		305		13,061
Loss on impairment of intangibles assets	5,771		—		5,771
Interest expense	4,685		—		4,685
Pharmaceutical manufacturing, research and development expense	2,203		—		2,203
Change in fair value of acquisition-related contingent consideration	(4,900)		—		(4,900)
Depreciation and amortization expense	1,399		—		1,399
General and administrative expense	11,487		—		11,487
Income From Operations	$	11,586	$	(6,775)	$	4,811

Other income (expense), net:
Unrealized net gain on warrants	$	2,406	$	—	$	2,406
Net gain on Exercise of Warrants	445		—		445
Net loss on Marketable Investments	(266)		—		(266)
Realized gain on asset payoff	1,065		—		1,065
Gain on revaluation of finance receivable	2,495		—		2,495
Realized and unrealized foreign currency transaction gains (3)	641		1,229		1,870
Income before income tax expense	18,372		(5,546)		12,826
Income tax expense	4,884		—		4,884
Net income	13,488		(5,546)		7,942

Net income per share
Basic	$	1.09	(0.45)		0.64
Diluted	$	1.08	(0.45)		0.63
Weighted average shares outstanding
Basic	12,369		12,369		12,369
Diluted	12,451		12,451		12,451

Notes to Unaudited Pro Forma Consolidated Financial Statements

1. Basis of Pro Forma Presentation

The accompanying unaudited pro forma financial statements of the Company were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial information of the Company. The consolidated financial information has been adjusted in the accompanying pro forma financial statements to give effect to the disposition of the Company’s royalty assets

The unaudited pro forma consolidated balance sheet as of December 31, 2024 gives effect to the Royalty Sale as if it had occurred on December 31, 2024.

The unaudited pro forma consolidated financial statements of operations for the year ended December 31, 2024, give effect to the Royalty Sale as if it had occurred on January 1, 2024.

2. Adjustments to the Pro Forma Consolidated Balance Sheet

Explanations of the adjustment to the pro forma consolidated balance sheet are as follows:

(1). The royalty sale gross consideration of $34.0 million.

(2). Interest receivable on sold royalty assets as of December 31, 2024.

(3). Net book value of sold royalty assets as of December 31, 2024.

3. Adjustments to the Pro Forma Consolidated Statement of Operations

Explanations of the adjustments to the pro forma consolidated statements of operations are as follows:

(1). To remove the income on sold royalty assets for the year ended December 31, 2024.

(2). To remove the provision for credit loss on sold royalty assets for the year ended December 31, 2024.

(3). To remove the impact of the foreign currency loss on sold royalty assets for the year ended December 31, 2024.