SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Report date (date of first reported event): February 4, 2022
SWK HOLDING COMPANY
(Exact name of the holder as specified in his charter)
(State or other jurisdiction of incorporation)
|(commission file number)||(IRS employer identification number)|
|14755 Preston Road, Office 105, dallas, TX||75254|
|(Address of main executive offices)||(Postal code)|
(Telephone number of holder, including area code)
Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:
|oh||Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)|
|oh||Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)|
|oh||Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))|
|oh||Pre-opening communications pursuant to Rule 13e-4(c) of 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
Ordinary shares, par value
$0.001 per share
the NasdaqFellowship LLC
the NasdaqFellowship LLC
Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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). Growing emerging company oh
If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. oh
|Section 3.01||Notice of delisting or non-compliance with a rule or standard for maintaining registration; Registration transfer.|
On February 4, 2022, SWK Holdings Corporation (the “Company”) received a letter (the “Letter”) from the Nasdaq Stock Market, LLC (“Nasdaq”) stating that following the resignations of Messrs. Aaron Fletcher, D. Blair Baker, Edward B. Stead, Christopher W. Haga and Michael Weinberg of the Company’s Board of Directors (the “Board”), as previously disclosed in the current reports on Form 8-K filed by the Company on January 4, 2022 and January 7, 2022, respectively, the Company is no longer in compliance with Nasdaq listing rules 5605(b)(1), 5605(c)(2), 5605(d)( 2) and 5605(e)(1), which require that the board be composed of a majority of independent directors, that the audit committee of the board (the “Audit Committee”) be composed of at least three independent members and that the remuneration committee of the Board (the “Compensation Committee”) is composed of at least two independent members, and that the candidates for directorships are selected, or recommended for the selection of the Board, by a vote of a majority of independent directors or of a committee composed entirely of independent directors.
In the letter, Nasdaq said that while a company normally has 45 calendar days to submit a plan to restore compliance to Nasdaq, Nasdaq has determined, pursuant to Nasdaq’s discretion set out in the listing 5101, to shorten the time for the company to submit its plan to regain compliance until February 16, 2022. If the company’s plan is accepted, the Nasdaq said the company could be granted up to 180 days from date of letter to demonstrate compliance.
In addition to the appointment of Laurie Dotter, as indicated in item 5.02 below, the Company is working to identify and appoint new independent directors to the board and its committees. The Company also intends to submit the compliance plan within the timeframe requested by Nasdaq. Except as required by applicable law, the Company undertakes no obligation to provide updates regarding the Company’s efforts to appoint additional directors or the compliance plan to Nasdaq.
|Section 5.02||Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.|
On February 9, 2022, the board appointed Laurie Dotter, effective immediately, as a member of the board for a term expiring at the company’s 2022 annual meeting of shareholders. The Board has also appointed Ms. Dotter to serve on the Board’s Governance and Nominating Committee (the “Governance Committee”) and, given the current composition of the Board, has decided to amend the Charter of the Governance Committee to establish the minimum size of such a committee to one director. The Board also plans to appoint Ms. Dotter to serve on the Compensation Committee and the Audit Committee; however, no decision regarding these appointments has been finalized by the Board. The board has determined that Ms. Dotter is independent under applicable Nasdaq listing rules and otherwise meets all applicable requirements to serve on the governance committee, including applicable rules and regulations of the Securities and Exchange Commission (the ” SEC”). As an independent director and sole member of the Governance Committee, Ms. Dotter must approve director nominations for selection by the Board.
Ms. Dotter, 61, has held senior positions in several investment companies which have generated attractive investment returns on commercial real estate operating companies, development and management companies and portfolios requiring a repositioning to increase value. Ms. Dotter has been a member of the investment advisory board of Employee Retirement System of Texas, since 2019, and of Texas Treasury Safekeeping Trust Company, since 2009. Ms. Dotter has also served as a member of the board of directors of Stratus Properties Inc., a company diversified real estate company engaged primarily in the acquisition, development and sale of real estate since 2021 and Lifespace Communities, Inc., a non-profit organization that owns and operates retirement homes, and its predecessor since 2018. From 2010 in 2016, she served as President of Transwestern Investment Group, then founding partner of Corporate Properties Trust I, II and III, large-scale commercial real estate investment vehicles with a combined capitalization exceeding $2 billion, from 2016 to 2017. Ms. Dotter also served as Executive Director of Investments at Hunt Realty Investments under the umbrella of Hunt Oil Company, a oil exploration and production company, from 199 8 until 2010. Ms. Dotter worked as director of real estate investments at the Teacher Retirement System of Texas, from 1993 to 1998; and as Director of Financial Advisory Services at PricewaterhouseCoopers, from 1989 to 1993. Ms. Dotter is currently an advisor at Dottid, a company focused on developing comprehensive workflow technology to maximize revenue generation for the commercial real estate. From 2020 to 2021, she served as an advisor to the Investment Committee of the Board of Children’s Health System of Texas, providing interim oversight of the investment portfolio and review of the system’s governance framework. Ms. Dotter was a member of the board of directors of Parkway Properties (“Parkway”), a national commercial real estate company, from 2010 to 2016, where she served as chair of Parkway’s audit committee and a member of its compensation committee. . She was elected by her peers to serve as Vice Chair of the Pension Real Estate Association’s PREA Plan Sponsor Council from 2008-2010. Ms. Dotter received her Bachelor of Business Administration from Texas A&M University and also holds a CPA license. in the state of Texas.
In addition to being eligible to receive the standard directors’ compensation generally available to other non-employee directors and disclosed in the company’s 2020 proxy statement filed June 7, 2021, in the section titled “2020 Directors’ Compensation Ms. Dotter has not entered into any material plan, contract or arrangement in connection with her appointment as a director. Ms. Dotter is not a party to any transaction with the Company that would require disclosure under SEC SK Section 404(a).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Holder has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
|SWK HOLDING COMPANY|
|Dated: February 10, 2022||Through:||/s/ Winston L. Black III|
|Winston L. Black III|
|Chief executive officer|