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): May 19,2022
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 |
| 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 7.01 Regulation FD Disclosure.
On May 19, 2022, SWK Holdings Corporation (the “Company”) issued a press release announcing the filing of a universal shelf registration statement of Form S-3 with the Securities and Exchange Commission (the “SEC”). Once declared effective by the SEC, the Company may from time to time issue various types of securities, including common stock, preferred stock, senior or unsecured debt securities and/or warrants, up to an aggregate amount of $200 million. Among other things, the Company is exploring issuing senior and/or unsecured debt under the registration statement, though at this time, there is no guarantee that the Company will pursue or complete a debt offering.
The press release also announced the authorization of a stock repurchase program for up to $10.0 million in shares of the Company’s common stock. The repurchase program will expire on May 15, 2023.
Item 8.01 Other Events.
The Board of Directors of the Company has determined that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on July 19, 2022, which is more than 30 days after the anniversary of the Company’s 2021 Annual Meeting of Stockholders, which was held on June 17, 2021.
In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has determined that proposals to be considered for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by the Company at its principal executive offices on or before May 29, 2022. In addition, in order for a stockholder proposal made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act, such proposal must be received by the Company at its principal executive offices on or before May 29, 2022. Proposals should be directed to the attention of the Corporate Secretary, SWK Holdings Corporation, 14755 Preston Road, Suite 105, Dallas, Texas 75254.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release of SWK Holdings Corporation, dated May 19, 2022, announcing filing of Form S-3 Shelf Registration Statement and authorization of 10b5-1 stock repurchase program |
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 thereunto duly authorized.
| SWK HOLDINGS CORPORATION | |
|---|---|
| By: | /s/ Winston L. Black III |
| Winston L. Black III | |
| Chief Executive Officer |
Date: May 19, 2022
EXHIBIT INDEX
Exhibit 99.1
SWK Holdings Corporation Announces Filing of FormS-3 Shelf Registration Statement
Authorizes 10b5-1 Stock Repurchase Program
DALLAS, May 19, 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, announced today that it has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). Once declared effective by the SEC, SWK may from time to time issue various types of securities, including common stock, preferred stock, senior or unsecured debt securities and/or warrants, up to an aggregate amount of $200 million. Among other things, the Company is exploring issuing senior and/or unsecured debt under the registration statement, though at this time, there is no guarantee that the Company will pursue or complete a debt offering.
SWK also announced today that its Board of Directors has authorized the Company to repurchase up to an aggregate of $10.0 million of the Company’s common stock from time-to-time until May 15, 2023, through a “10b5-1 trading plan” in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The actual timing, number and value of shares repurchased under the program will depend on several factors, including the constraints specified in the 10b5-1 trading plan, price, and general market conditions. There is no guarantee as to the exact number of shares that will be repurchased under the trading plan.
“We believe this shelf registration statement positions SWK to efficiently capitalize our balance sheet and continue growing our core specialty finance business to help life sciences companies fulfill their growth capital needs,” CEO Winston Black said. “Additionally, we continue to view the repurchase of our shares as an attractive and prudent use of our capital that is in the best interests of our stockholders.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Any offering of the securities covered under the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov.
About SWK Holdings Corporation
SWK Holdings Corporation 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, 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 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,” “exploring,” “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:
Tiberend Strategic Advisors, Inc.
Daniel Kontoh-Boateng (Investors)
dboateng@tiberend.com
Jason Rando / Bill Borden (Media)
jrando@tiberend.com
bborden@tiberend.com