Blog: SWK HOLDINGS CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangement of Certain

On November 23, 2021, Mr. Edward Stead informed SWK Holdings Corporation (the
“Company”) that it is no longer his intention to resign as a director of the
Company. The Company had previously disclosed that Mr. Stead had informed the
Company that he will be resigning as a director of the Company no later than
December 31, 2021.

Item 7.01 Regulation FD Disclosure.

On November 24, 2021, the Company issued a press release announcing that on
November 23, 2021, the Company’s Board of Directors (the “Board”) received a
non-binding proposal from funds managed by Carlson Capital, L.P. (“Carlson”) to
acquire all of the issued and outstanding shares of common stock of the Company
not already owned by Carlson for a price of $19.00 per share, payable in cash
(the “Potential Acquisition”). The Board subsequently formed a special committee
of the Board consisting of non-executive, independent directors to consider the
Potential Acquisition. 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.

(d) Exhibits.

Number   Description

99.1       Press Release of SWK Holdings Corporation, dated November 24, 2021,
         confirming receipt of a non-binding proposal from funds managed by Carlson
         Capital, L.P.
104.1    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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