SWK HOLDINGS CORPORATION (OTCMKTS:SWKH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 8, 2019, SWK Holdings Corporation (the “Company”) amended its Rights Agreement dated April 8, 2019 (the “Rights Agreement”), with Computershare Trust Company, N.A., as Rights Agent, to extend the term of the Rights Agreement to April 8, 2022 (subject to earlier expiration as described in the Rights Agreement).
The purpose of the Rights Agreement is to protect the Company’s ability to carry forward its net operating losses (the “NOLs”), which the Company believes are a substantial asset of the Company. The Company has experienced substantial operating losses in previous years, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry forward” its NOLs in certain circumstances to offset current and future earnings, and thus reduce its federal income tax liability (subject to certain requirements and restrictions). If the Company experiences an “Ownership Change,” as defined in Section382 of the Code, its ability to use its NOLs could be substantially limited or lost altogether. The Rights Agreement is intended to reduce the likelihood of an Ownership Change by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock without the prior approval of the Board of Directors of the Company.
A summary of the terms of the Rights Agreement can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2016. The summary of the terms of the amendment to the Rights Agreement is qualified in its entirety by the full text of the amendment, a copy of which is filed as Exhibit 4.01 hereto and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
See the description set forth in Item 1.01 of this Current Report on Form 8-K which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| 4.01 | Amendment No. 1 to Rights Agreement, dated as of April 8, 2019, by and between SWK Holdings Corporation and Computershare Trust Company, N.A., as Rights Agent |
SWK Holdings Corp Exhibit
EX-4.01 2 e19193_ex4-01.htm AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 (this “Amendment”),…
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About SWK HOLDINGS CORPORATION (OTCMKTS:SWKH)
SWK Holdings Corporation is a healthcare capital provider. The Company offers financing solutions to a range of life science companies, institutions and inventors. The Company’s focus is on monetizing cash flow streams derived from commercial-stage products and related intellectual property through royalty purchases and financings, as well as through the creation of synthetic revenue interests in commercialized products. The Company, through its subsidiary SWK Advisors LLC, provides non-discretionary investment advisory services to institutional clients in separately managed accounts to similarly invest in life science finance. It focuses to fund transactions through its own working capital, as well as by building its asset management business by raising additional third party capital to be invested alongside its capital. The Company evaluates and invests in a range of healthcare related companies and products.
