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): January 5, 2022
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 Arrangements of Certain Officers. |
(b) Each of D. Blair Baker, Christopher W. Haga, Edward B. Stead and Michael Weinberg have delivered their respective resignations as directors of SWK Holdings Corporation (the “Company”) following the conclusion of the special committee’s review of the non-binding proposal received from funds managed by Carlson Capital, L.P. (“Carlson Capital”) to acquire all shares of the Company not already owned by Carlson Capital. On January 5, 2022, Edward B. Stead delivered his resignation as a director of the Company effective on January 6, 2022. On January 6, 2022, each of D. Blair Baker, Christopher W. Haga and Michael Weinberg delivered their respective resignations as directors of the Company effective at 5:00 p.m. Central time on January 7, 2022. Each of the resigning directors expressed their support for the Company in continuing to build stockholder value. Winston L. Black and Marcus Pennington, the remaining directors of the Company, intend to identify and appoint additional directors as expeditiously as practicable.
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: January 7, 2022
