Current Report Filing (8-k)
05 April 2023 - 7:15AM
Edgar (US Regulatory)
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2023-04-04
2023-04-04
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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): April 4,
2023
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 7.01. |
Regulation FD Disclosure. |
On April 4, 2023 the Company published an investor
presentation slideshow containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”)
and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications,
in connection with presentations to investors and others.
The Investor Presentation includes financial information
not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation
of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”),
as required by Regulation G, appears in the Investor Presentation. The Company is providing disclosure of the reconciliation of reported
Non-GAAP Financial Measures used in the Investor Presentation, among other places, to its comparable financial measures on a GAAP basis.
The Company believes that the Non-GAAP Financial Measures provide investors additional ways to view our operations, when considered with
both our GAAP results and the reconciliation to net income and net cash provided by operating activities, which we believe provide a more
complete understanding of our business than could be obtained absent this disclosure. We believe the Non-GAAP Financial Measures also
provide investors a useful tool to assess shareholder value.
By filing this Current Report on Form 8-K and furnishing
the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD.
The information contained in the Investor Presentation
is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”)
filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes
no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as
its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through
press releases or through other public disclosure.
The information presented in Item 7.01 of this Current
Report on Form 8-K and Exhibit 99.1 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(d). |
Financial Statements and Exhibits. |
See Exhibit Index immediately following the signature page
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, hereunto duly authorized.
SWK HOLDINGS CORPORATION |
|
|
|
|
By: |
/s/ Joe D. Staggs |
|
|
Joe D. Staggs |
|
|
President and Chief Executive Officer |
|
Date: April 4, 2023
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