0001089907FALSE00010899072024-10-012024-10-010001089907us-gaap:CommonStockMember2024-10-012024-10-010001089907us-gaap:SeniorNotesMember2024-10-012024-10-01

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): October 1, 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. o


ACTIVE/131900753.2

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

On September 30, 2024, Marcus Pennington resigned from the Board of Directors (the “Board”) of SWK Holdings Corporation (the “Company”), effective October 1, 2024 (the “Effective Date”). Mr. Pennington’s resignation did not result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. The Company and the Nominating and Corporate Governance Committee of the Board will be considering overall composition of the Board and initiate a search for director candidates to fill Mr. Pennington’s seat on the Board.



ACTIVE/131900753.2


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: October 1, 2024    By: /s/ Joe D. Staggs        
Joe D. Staggs
President and Chief Executive Officer

ACTIVE/131900753.2
v3.24.3
Cover
Oct. 01, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 01, 2024
Registrant Name SWK HOLDINGS CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-39184
Entity Tax Identification Number 77-0435679
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 true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Central Index Key 0001089907
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value$0.001 per share
Trading Symbol SWKH
Security Exchange Name NASDAQ
Senior Notes  
Document Information [Line Items]  
Title of 12(b) Security 9.00% Senior Notes due 2027
Trading Symbol SWKHL
Security Exchange Name NASDAQ
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