SWK Holdings Corp — M&A Activity 2021

Apr 6, 2021

8-K 1 e21207_swkh-8k.htm

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): April 5, 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 7.01. Regulation FD Disclosure.

On April 6, 2021, SWK Holdings Corporation (the “Company”) issued a press release announcing that on April 5, 2021, a Special Committee of the Company’s Board of Directors received a non-binding proposal from a fund managed by Carlson Capital, L.P. (“Carlson”) to acquire the Company’s loan and royalty assets for a price of $193 million in cash, subject to customary adjustments for changes in the asset portfolio through closing (the “Proposed Acquisition”). Carlson’s proposal also contemplates a special dividend of substantially all of the proceeds of the Proposed Acquisition to be paid to the Company’s stockholders following the consummation of the Proposed Acquisition. The Special Committee, consisting of non-executive, independent directors, was formed to consider a potential transaction with Carlson and other strategic alternatives potentially available to the Company. A copy of the Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

| Exhibit

No.	Description
99.1	Press
Release of SWK Holdings Corporation, dated April 6, 2021, confirming receipt of a non-binding proposal from funds managed
by Carlson Capital, L.P.

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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:
Winston Black
Chief Executive Officer

Date: April 6, 2021

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EXHIBIT INDEX

| Exhibit

No.	Description
99.1	Press Release of SWK Holdings Corporation, dated April 6, 2021, confirming receipt of a non-binding proposal from funds managed by Carlson Capital, L.P.