Form 8-A12B - Registration of securities [Section 12(b)]
October 03 2023 - 3:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO
SECTION 12(b) OR (g) OF
THE SECURITIES
EXCHANGE ACT OF 1934
SWK
HOLDINGS CORPORATION
(Exact Name
of Registrant as Specified in Its Charter)
| |
|
|
| Delaware |
|
77-0435679 |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
| |
|
5956
Sherry Lane, Suite 650
Dallas,
TX |
|
75225 |
| (Address
of principal executive offices) |
|
(Zip
code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
| |
|
|
Title
of Each Class
to
be so Registered |
|
Name
of Each Exchange on Which
Each
Class is to be Registered |
| 9.00%
Senior Notes due 2027 |
|
The
Nasdaq Stock Market LLC |
If this form relates to the
registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c) or (e), check the following box. x
If this form relates to the
registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d) or (e), check the following box. o
If this form relates to the
registration of a class of securities concurrently with a Regulation A offering, check the following box. o
Securities
Act registration statement or Regulation A offering statement file number to which this form relates:
333-274511
Securities
to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
SWK Holdings Corporation (the
“Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule
424(b) under the Securities Act of 1933, as amended, a prospectus, dated September 28, 2023 (the “Prospectus”). The
Prospectus relates to the offering of $30.0 million aggregate principal amount of 9.00% Senior Notes due 2027 (the “Notes”)
to be issued by the Registrant. The Prospectus forms a part of the Registrant’s Registration Statement on Form S-1, as amended
(File No. 333-274511), previously filed with the Commission and declared effective on September 28, 2023.
| Item 1. |
Description of Registrant’s
Securities to be Registered. |
The description under the heading
“Description of Notes” in the Prospectus is incorporated by reference herein. Copies of such description will be filed
with The Nasdaq Stock Market LLC.
Exhibit
No. |
|
Description |
| |
|
| 4.1 |
|
Indenture dated as of October 3, 2023, between SWK Holdings Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2023). |
| |
|
| 4.2 |
|
First Supplemental Indenture dated as of October 3, 2023, between SWK Holdings Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on October 3, 2023). |
| |
|
| 4.3 |
|
Form
of 9.00% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2 above). |
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
| |
|
|
| |
SWK Holdings Corporation |
| |
|
|
| Dated: October
3, 2023 |
By: |
/s/ Joe D. Staggs |
| |
|
Joe D. Staggs |
| |
|
President and Chief
Executive Officer |
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