SWK Holdings Corp (Form: 8-K, Received: 07/08/2022 06:03:27)

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): June 30, 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.

On June 30, 2022, the Compensation Committee of the Board of Directors of SWK Holdings Corporation (the “Company”) approved a letter agreement by and between the Company and its Chief Executive Officer, Winston L. Black, that extends the term of Mr. Black’s employment agreement, dated January 28, 2019, through August 31, 2022.

The foregoing description does not purport to be complete and are qualified in their entirety by reference to the letter agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Letter Agreement, dated June 30, 2022, by and between the Company and Winston L. Black III

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: July 7, 2022	By:	/s/ Winston L. Black III
		Winston L. Black III
		Chief Executive Officer

Exhibit 10.1

14755 Preston Road, Suite 105

Dallas, Texas 75254

June 30, 2022

BY EMAIL
Winston L. Black III

Dear Winston,

SWK Holdings Corporation (the “Company”) and you have agreed to extend the Term as defined in your employment agreement with the Company, dated January 28, 2019 (“Employment Agreement”), on the same terms and conditions through August 31, 2022, and your base salary shall remain at its current rate. You and the Company agree that this extension of the Term is not a termination and does not entitle you, nor are you otherwise entitled at this time, to any payments or benefits under Section 4 of the Employment Agreement. We look forward to engaging with you over the coming months regarding entering into a new employment agreement and updating incentive arrangements.

Except as specifically set forth in this letter, all contracts that you have with the Company, including your restrictive covenant agreement, dated January 28, 2019, and your awards under the Company’s equity compensation plans remain unmodified. Nothing in this letter changes the “at will” status of your employment with the Company.

If you agree with the terms of this letter, effective June 30, 2022, we ask that you please sign and date this letter and return an executed copy to me. We look forward to you continuing to be a part of our team.

[Signature page to follow]

Sincerely,

SWK HOLDINGS CORPORATION

By: /s/ WENDY DICICCO
Name: Wendy DiCicco
Title: Chair of the Compensation Committee

Agreed to and accepted:

Winston L. Black III

Signature: /s/ WINSTON BLACK III

Date: June 30, 2022