SWK HOLDINGS CORPORATION (OTCMKTS:SWKH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
NARCAN Nasal Spray Royalty Purchase
On December 13, 2016, SWK Funding LLC (SWK Funding), a
wholly-owned subsidiary of SWK Holdings Corporation (the
Company), purchased from Opiant Pharmaceuticals, Inc. (Opiant) a
royalty stream paid on the net sales of NARCAN (naloxone
hydrochloride) Nasal Spray or any other product commercialized to
that certain License Agreement between Opiant (formerly known as
Lightlake Therapeutics, Inc.) and Adapt Pharma Operations Limited
(Adapt), dated as of December 15, 2014, as amended, (the
Purchased Assets) for up to $17.5 million. NARCAN (naloxone
hydrochloride) Nasal Spray (NARCAN) is the first and only
FDA-approved nasal form of naloxone for the emergency treatment
of a known or suspected opioid overdose and is marketed in the
U.S. and Canada by Adapt. SWK Funding funded $13,750,000 on
December 14, 2016 and if Adapt has received in excess of
$25,000,000 of cumulative Net Sales for any two consecutive
fiscal quarters during the period from October 1, 2016 through
September 30, 2017 from the sale of NARCAN (the Earn Out
Milestone), SWK Funding will advance to Opiant an additional
$3,750,000.
Under the terms of the agreement, SWK Funding will receive from
the proceeds of the Purchased Assets up to (i) $20,625,000 or
(ii) $26,250,000 if the Earn Out Milestone is achieved (the
Investment Return Cap). After the Investment Return Cap has been
achieved, SWK will continue to receive a percentage of the Narcan
Royalty in perpetuity (the Residual Royalty). The Residual
Royalty entitles SWK Funding to ten percent (10.0%) of the Narcan
Royalty. If no generic version of Narcan is commercialized prior
to the sixth anniversary of Closing, the Residual Royalty shall
decrease to five percent (5.0%) at that time. The Residual
Royalty will be pro-rated if the Earn Out Milestone is not
achieved, whereby the Residual Royalty will be reduced by to
7.86% or 3.93% if no generic version is commercialized prior to
the sixth anniversary of Closing.
Per the agreement, Opiant granted SWK Funding a security interest
in the Purchased Assets in the event that the transfer
contemplated by the Purchase Agreement is held not to be a sale.
The Purchase Agreement also contains other representations,
warranties, covenants and indemnification obligations that are
customary for a transaction of this nature.
Item 8.01. Other Events
OraMetrix, Inc. Term Loan
On December 15, 2016, SWK Funding entered into a credit agreement
to which the lenders party thereto provided to OraMetrix, Inc., a
leading industry provider of innovative 3-D technology solutions
improving the quality and efficiency of orthodontic care
(OraMetrix), a term loan in the principal amount of $8,500,000
(the Loan). SWK Funding serves as the Agent, Sole Lead Arranger
and Sole Bookrunner under the Credit Agreement.
The loan was fully funded at closing and has a five year term,
being interest-only for the first 24 months with interest payable
quarterly in arrears. The Loan matures on December 15, 2021.
to the terms of the Credit Agreement, OraMetrix granted the
lenders a first priority security interest in substantially all
of OraMetrixs assets. The Credit Agreement contains certain
affirmative and negative covenants. OraMetrixs U.S., Australian
and German affiliates have guaranteed the Borrowers obligations
under the Credit Agreement.
DxTerity Diagnostics Term Loan
On April 15, 2015, SWK Funding entered into a credit agreement to
which the lenders party thereto provided to DxTerity Diagnostics,
Inc., a leading genomics company that develops simple, fast, and
affordable genomic tests for disease diagnosis and disease
monitoring, (the DxTerity), a term loan in the principal amount
of $7,500,000 (the Loan). SWK Funding advanced $5,000,000 at
closing, and DxTerity could draw an additional $2,500,000 (the
Second Tranche) if certain operational and financial metrics were
achieved (the Second Tranche Threshold).
On December 15, 2016, SWK Funding and DxTerity entered into the
Second Amendment of the credit agreement whereby SWK Funding
agreed to amend the Second Tranche Threshold to allow DxTerity to
draw the Second Tranche in exchange for additional warrants and
increased exit fees if the term loan is repaid prior to December
31, 2017. SWK Funding advanced the Second Tranche on December 16,
2016.
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. SWK HOLDINGS CORPORATION (OTCMKTS:SWKH) Recent Trading Information
SWK HOLDINGS CORPORATION (OTCMKTS:SWKH) closed its last trading session up +0.11 at 10.00 with 1,120 shares trading hands.