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): February 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:
¨ |
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 |
Preferred Stock |
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 ☐
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 1.01. Entry into a Material Definitive Agreement.
The information required by this Item is included in Item 3.03 below and is incorporated into this Item 1.01 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
As a result of information disclosed on Schedule 13G filed with the Securities and Exchange Commission on February 16, 2021, by Cannell Capital LLC (“Cannell”), Cannell may have become an “Acquiring Person”, as defined in the Rights Agreement dated April 18, 2016 (the “Agreement”) between SWK Holdings Corporation (the “Company”) and Computershare Trust Company, N.A., as rights Agent (the “Rights Agent”).
On February 23, 2021, the Company and the Rights Agent entered into Amendment No. 2 to the Agreement (the “Amendment”) to amend the definition of Acquiring Person to provide that the Board of Directors of the Company (the “Board”), may, in its discretion, determine within fifteen business days after the Board shall have first received actual notice of the change, or level, of beneficial ownership that would otherwise cause such person to meet the requirements of the definition of Acquiring Person, that such person shall not be deemed to be an Acquiring Person for purposes of the Agreement.
The Amendment, which is filed as an exhibit hereto, is incorporated by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01(d). Financial Statements and Exhibits.
Exhibit No. | Description |
4.01 | Amendment No. 2 to Rights Agreement, effective as of February 23, 2021 by and between SWK Holdings Corporation and Computershare Trust Company, N.A. |
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 BLACK |
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Winston Black |
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Chief Executive Officer |
Date: February 23, 2021
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT NO. 2 (this “Amendment”) to that certain Rights Agreement (as heretofore amended, the “Rights Agreement”), dated as of April 8, 2016, by and between SWK Holdings Corporation, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "Rights Agent"), is effective this 23rd day of February, 2021. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, the Company desires to amend the Rights Agreement to extend the period of time during which the board of directors of the Company may determine that a Person shall not be deemed to be an Acquiring Person under Section 1(a) of the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement; and
WHEREAS, neither the Distribution Date nor the Share Acquisition Date has yet occurred.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:
Section 1. Amendment of the Rights Agreement. The second sentence of Section 1(a) of the Rights Agreement is amended in its entirety to read as follows:
“Notwithstanding the foregoing, the Board of Directors of the Company may, in its discretion, determine within fifteen Business Days after the Board of Directors of the Company shall have first received actual notice of the change, or level, of Beneficial Ownership of any Person described in the preceding sentence that such Person shall not be deemed to be an Acquiring Person for purposes hereof and, if the Board of Directors of the Company makes such determination, such Person shall be deemed not to have become an Acquiring Person for purposes hereof (including at any time prior to such determination).”
Section 2. Counterparts. This Amendment may be executed in any number of counterparts (including by PDF or other electronic means) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
Section 3. Effectiveness; Certification. This Amendment shall be deemed effective as of February 23, 2021. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, constitute a waiver or an amendment of any provision of the Rights Agreement. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendment to the Rights Agreement set forth in this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. The Company hereby further directs that the Rights Agent execute this Amendment as required by Section 27 of the Rights Agreement.
Section 4. Governing Law. This Amendment will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.
Section 5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other applicable authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 6. Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of February 23, 2021.
SWK HOLDINGS CORPORATION | |||
By: | /s/ WINSTON BLACK | ||
Name: Winston Black Title: Chief Executive Officer | |||
Computershare Trust Company, N.A | |||
By: | /s/ KATHY HEAGERTY | ||
Name: Kathy Heagerty Title: Vice President & Manager |