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SWK Holdings Corp Board/Management Information 2021

Aug 17, 2021

33762_rns_2021-08-17_b1d24904-776e-4e84-b71f-6122f40f14c4.zip

Board/Management Information

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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): August 11, 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:

| 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

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers.

On August 11, 2021, the Board of Directors of SWK Holdings Corporation (the “Company”), upon the recommendation of its Compensation Committee, approved a bonus agreement with Winston L. Black, the Chief Executive Officer of the Company, in connection with the approval of bonus agreements with certain selected employees of the Company. The bonus agreements provide for special bonuses in the event the Company consummates a strategic corporate transaction before April 1, 2022. Subject to consummation of such a transaction, Mr. Black would receive approximately 50% of the bonus pool, 75% of which would be paid at closing of such transaction and 25% of which would be paid on the six-month anniversary of such closing, provided he remains employed through the closing and is not terminated with cause nor resigns without good reason prior to the second payment date, as well as executes and does not revoke a general release of claims against the Company, supports the transaction and complies with certain restrictive covenants.

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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: August 17, 2021

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