Form 8-K - Current report

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): July 3, 2024

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.)

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2024, SWK Holdings, Inc. (the “Company”) announced that on July 3, 2024, the Board of Directors (the “Board”) of the Company, appointed Adam Rice as Chief Financial Officer of the Company, effective as of July 3, 2024. Mr. Rice will also serve as the Company’s principal financial officer and principal accounting officer.

Mr. Rice, age 43, from November 2023 to June 2024, was an independent consultant, providing fractional CFO services to companies. Prior to that, from December 2019 to November 2023, Mr. Rice served as the Chief Financial Officer for Park Cities Asset Management, a Dallas based asset management firm, where he oversaw business and fund operations, including accounting, finance, treasury management, and debt covenant reporting and compliance and previous to that he was the Director of Finance from July 2019 to December 2019. Previously, from March 2013 to July 2019, Mr. Rice held roles of increasing responsibility, including most recently as Vice President of Corporate FP&A from November 2017 to July 2019, at Mr. Cooper Group Inc. (FKA Nationstar Mortgage Holdings Inc.) one of the largest mortgage servicers in the United States. Prior to Mr. Cooper, Mr. Rice spent six years at Invesco Real Estate. Mr. Rice began his accounting career in the Assurance and Advisory Business Services practice with Ernst & Young. Mr. Rice earned his BA and MS in Accounting from Texas Tech University. Mr. Rice is a Certified Public Accountant in the state of Texas.

In connection with Mr. Rice’s appointment as Chief Financial Officer, the Board approved the following compensation for Mr. Rice: (i) an annual base salary of $302,500, (ii) an incentive cash bonus target amount of 60% of Mr. Rice’s annual base salary and (iii) a grant of shares of restricted stock made on July 3, 2024 (the “Grant Date”), pursuant to the Company’s 2010 Equity Incentive Plan (the “Plan”), with a fair market value of $100,000 as of the Grant Date, vesting 25% on each of the first four anniversaries of the Grant Date, subject to Mr. Rice’s continued employment and the terms and conditions of the Plan and the award agreements thereunder.

No family relationship exists between Mr. Rice and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Rice and any other person pursuant to which Mr. Rice was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Rice had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of SWK Holdings Corporation, dated July 8, 2024.

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: July 8, 2024	By:	/s/ Joe D. Staggs
		Joe D. Staggs
		President and Chief Executive Officer

Exhibit 99.1

For Immediate Release

SWK Holdings Appoints Chief Financial Officer

Company Also Promotes Controller

DALLAS, July 8, 2024 -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, is pleased to announce the appointment of Adam C. Rice, CPA, as Chief Financial Officer (CFO) of the company and the promotion of Courtney Baker, CPA, to Controller.

With over 18 years of senior-level finance and accounting leadership experience, Rice has led financial operations management, corporate financial planning and analysis, strategic planning and financial statement reporting. He was previously CFO of Park Cities Asset Management, an SEC registered alternative investment advisory firm.

During his career Rice has held a variety of finance leadership positions with both public and private companies in the real estate sector. He began his career as a staff accountant at Ernst & Young. Rice has a Bachelor of Science in Accounting and a Master of Science in Accounting, both from Texas Tech University. He is a Certified Public Accountant (CPA) registered in the state of Texas.

Baker initially joined SWK Holdings as Assistant Controller in July 2023. Prior to SWK, she worked for a leading government services contractor in the defense and aerospace industry, specializing in revenue recognition. Her background includes technical accounting, SEC reporting, M&A activity, due diligence, purchase price allocation, and system integration.

Prior to that, Baker worked in the financial services industry where she specialized in system upgrades and process improvements. She holds a Bachelor of Science in Business Administration from Tarleton State University where she became a member of the Delta Mu Delta International Business Honor Society and is a Certified Public Accountant (CPA) registered in the state of Texas.

“It’s a pleasure to welcome Adam to SWK. He brings finance, accounting, and operations expertise combined with a thorough understanding of the asset management business,” said SWK CEO Jody Staggs.

“Courtney has proactively assumed additional responsibility over the past six months and her promotion is well deserved. I am confident SWK’s finance and accounting function are in good hands with Adam and Courtney,” added Staggs.

About SWK Holdings Corporation

SWK Holdings Corporation is an innovative, life science-focused, specialty finance company, strategically collaborating with small and mid-sized, commercial-stage healthcare entities. Our mission is to provide non-dilutive financing, to empower the advancement and commercialization of critical medical technologies and products that significantly enhance and save lives.

Known for innovative financing structures, SWK offers flexible solutions at an attractive cost of capital, dedicated to fostering enduring value for all stakeholders. Our suite of solutions encompasses structured debt, traditional royalty monetization, synthetic royalty transactions, and hybrid structures, typically tailored to transactions ranging from $5 million to $25 million in size. Additional information is available at www.swkhold.com.

Safe Harbor 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 Further information contact:

Ira M. Gostin

Irlabs.

775-391-0213

InvestorRelations@swkhold.com

Cover	Jul. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 03, 2024
Entity File Number	001-39184
Entity Registrant Name	SWK HOLDINGS CORPORATION
Entity Central Index Key	0001089907
Entity Tax Identification Number	77-0435679
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5956 Sherry Lane
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	(972)
Local Phone Number	687-7250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value
Title of 12(b) Security	Common Stock, par value
Trading Symbol	SWKH
Security Exchange Name	NASDAQ
9.00% Senior Notes due 2027
Title of 12(b) Security	9.00% Senior Notes due 2027
Trading Symbol	SWKHL
Security Exchange Name	NASDAQ