Current Report Filing (8-k)
November 22 2022 - 3:04PM
Edgar (US Regulatory)
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2022-11-16
2022-11-16
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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): November 16,
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
|
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 1.01 |
Entry into a Material Definitive Agreement. |
On November 16, 2022, SWK Holdings Corporation (“SWK”
or the “Company”) and its wholly-owned subsidiary SWK Funding LLC (“SWK Funding”, and collectively, the “Borrowers”)
entered into the fifth amendment (the “Fifth Amendment”) to the Loan and Security Agreement, dated as of June 29, 2018 (as
amended, the “Loan Agreement”) with Cadence Bank, successor by merger to Cadence Bank, N.A., successor by merger to State
Bank and Trust Company, as a lender and administrative agent. All capitalized terms not otherwise defined herein are defined in the Loan
Agreement filed as Exhibit 10.1 to this current report on Form 8-K.
Pursuant to the Fifth Amendment, the Loan Agreement
was amended to increase the Term Loan Commitment to $35.0 million and to extend the Loan Agreement Termination Date to September 30, 2025.
The Fifth Amendment includes an accordion feature that allows for a $15.0 million commitment increase, subject to conditions outlined
in the Loan Agreement.
The Loan Agreement accrues interest at the Adjusted
Term SOFR Index, with a floor of 1.00 percent, plus a 2.65 percent margin and principal is repayable in full at maturity. Interest is
generally required to be paid monthly in arrears. In connection with the Fifth Amendment, the Company paid approximately $0.2 million
in amendment and other fees, which will be capitalized as deferred financing costs and will be amortized on a straight-line basis over the term of the Loan Agreement.
The Loan Agreement has an advance rate against the
Company’s finance receivables portfolio, including 85 percent against senior first lien loans, 70 percent against second lien loans
and 50 percent against royalty receivables, subject to certain eligibility requirements as defined in the Loan Agreement. The Loan Agreement
contains certain affirmative, negative and financial covenants including covenants related to maintaining a minimum fixed charge coverage
ratio and tangible net worth. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under
the Loan Agreement.
The Loan Agreement requires the payment of an unused
line fee of 0.35 percent and also provides for quarterly minimum fee income of $60,000 less the aggregate interest and unused line fees
paid during the immediately preceding quarter. Unused line fees and minimum fee income are recorded as interest expense.
The description above of the Fifth Amendment and
the amended Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement, as amended and
restated. A conformed copy of the Fifth Amendment and Loan Agreement is filed as Exhibit 10.1 to this current report on Form 8-K and
incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The disclosures in Item 1.01 above are incorporated by reference into this
Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
| SWK HOLDINGS CORPORATION |
| |
|
| By: |
/s/ Joe D. Staggs |
| |
Joe D. Staggs |
| |
President and Interim Chief Executive Officer |
Date: November 22, 2022
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