Form 8-K - Current report

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): May 15, 2024

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.)

5956 Sherry Lane, Suite 650, Dallas, TX	75255
(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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

9.00% Senior Notes Due 2027

SWKHL

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 ☐

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. ☐

Item 2.02.

Results of Operations and Financial Condition.

Attached as Exhibit 99.1 to this Current Report on form 8-K is a copy of a press release of SWK Holdings Corporation, dated May 15, 2024, reporting SWK Holdings Corporation’s 2024 First Quarter Financial Results. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of SWK Holdings Corporation, dated May 15, 2024 reporting SWK Holdings Corporation’s 2024 First Quarter Financial Results

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE)

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
	Chief Executive Officer

Date: May 15, 2024

Exhibit 99.1

SWK Holdings Corporation Announces Financial Results for First Quarter 2024

Conference Call and Live Audio Webcast Scheduled for Thursday, May 16, 2024, at 10:00 a.m. ET

Corporate Highlights

First quarter 2024 GAAP net income was $0.9 million, compared with net income of $4.6 million or $0.36 per share, for the first quarter 2023

First quarter 2024 finance receivables segment adjusted non-GAAP net income was $2.7 million, compared with adjusted non-GAAP net income of $7.3 million for the first quarter 2023

As of March 31, 2024, gross finance receivables were $274.5 million, a 10.3% increase from March 31, 2023

As of March 31, 2024, book value per share was $22.46

As of March 31, 2024, non-GAAP tangible financing book value per share was $19.69

First quarter 2024 finance portfolio effective yield was 14.2%, a 130-basis-point decrease from March 31, 2023

During first quarter 2024, Enteris signed the Option and Asset Purchase Agreement with a strategic partner and Enteris received the first low-single digit million option fee in April 2024

	·	SWK repurchased 58,298 shares of common stock during the first quarter 2024 for a total cost of approximately $1.0 million

Dallas, TX, May 15, 2024 – SWK Holdings Corporation (Nasdaq: SWKH) (“SWK” or the “Company”), a life science-focused specialty finance company catering to small- and mid-sized commercial-stage companies, today provided a business update and announced its financial and operating results for the first quarter ended March 31, 2024.

“During the first quarter, our finance segment generated a 10.3% year-over-year increase in gross finance receivables to $274.5 million coupled with a 14.2% effective yield, and a 16.3% realized yield. This led to a 23.7% year-over-year increase in segment revenue to $11.5 million, which is near an all-time high,” stated Jody Staggs, President and CEO of SWK. “The strong revenue growth enabled our finance segment to remain profitable in the quarter generating $0.9 million of GAAP net income and $2.7 million of adjusted non-GAAP net income despite a $6.0 million impairment to our loan book.”

Mr. Staggs continued: “Our Enteris division signed an Exclusive Option and Asset Purchase agreement with a strategic partner granting the partner a two-year exclusive option to purchase certain Enteris tangible assets in exchange for a series of payments. We received the first low-single digit million-dollar option fee in April and expect to receive the first guaranteed revenue payment at the mid-year mark. Our first quarter results did not include any revenue from the agreement. The Enteris team is working with our partner to increase the project pipeline and generate new business.”

Mr. Staggs concluded: “We are pursuing multiple loan and royalty opportunities while remaining cognizant of increased competition in certain pockets of the life science finance market. We are focused on opportunities to partner with commercial-stage life science companies that possess high-margin, moated products with demonstrated strategic value. We are also working with our non-accrual borrowers to achieve beneficial resolutions. Finally, management and the Board remain committed to returning value to shareholders through the ongoing share repurchase program.”

First Quarter 2024 Financial Results

For the first quarter 2024, SWK reported total revenue of $11.8 million, a 25.5% increase compared to $9.4 million for the first quarter 2023. The $2.4 million increase in revenue for the three months ended March 31, 2024 consisted of a $2.2 million increase in Finance Receivables segment revenue and a $0.2 million increase in Pharmaceutical Development segment revenue. The $2.2 million increase in Finance Receivables segment revenue was primarily due to a $4.1 million increase in interest and fees earned due to funding new and existing loans offset by $1.9 million decrease in interest, fees and royalties earned on finance receivables that were paid off in 2023.

Income before income tax expense for the quarter decreased to $1.1 million for the three months ended March 31, 2024, compared to $4.5 million for the same period of the previous year. The year-over-year decrease is primarily due to a $6.0 million impairment in our loan portfolio and a $1.1 million increase in interest expense, offset by a $2.4 million increase in consolidated revenue.

GAAP net income for the quarter ended March 31, 2024, decreased to $0.9 million, or $0.07 per diluted share, from $4.6 million, or $0.36 per diluted share, for the first quarter 2023.

For the first quarter 2024, non-GAAP adjusted net income was $1.5 million, a decrease from $5.7 million for the first quarter 2023. Non-GAAP adjusted net income for the Finance Receivables segment was $2.7 million, a decrease from $7.3 million for the first quarter 2023.

During the three months ended March 31, 2024, there were $19.1 million in investment cash inflows in which $6.3 million were principal loan repayments. Gross income-producing assets (defined as finance receivables and corporate debt securities) totaled $274.5 million as of March 31, 2024. This is a 10.3% increase compared with gross income-producing assets of $248.8 million as of March 31, 2023. The allowance for credit loss at quarter’s end totaled $13.2 million, an increase from $11.8 million in the first quarter of 2023. Net income-producing assets (defined as finance receivables and corporate debt securities) totaled $261.3 million as of March 31, 2024. Gross total investment assets, which include income-producing assets plus equity-linked securities, were $275.5 million as of March 31, 2024, compared to March 31, 2023, gross total investment assets of $249.6 million. Net total investment assets totaled $262.3 million as of March 31, 2024.

Book value per share was $22.46 as of March 31, 2024, a 5.0% increase compared to $21.39 as of March 31, 2023. Non-GAAP tangible financing book value per share totaled $19.69, a 6.8% increase compared to $18.45 at March 31, 2023. Management views non-GAAP tangible financing book value per share as a relevant metric to value the Company’s core finance receivable business. Non-GAAP tangible financing book value per share removes the value of the deferred tax assets and Enteris net asset value.

Tables detailing SWK’s financial performance for the first quarter 2024 are below.

Portfolio Status

SWK did not close any financings during the quarter and funded $0.4 million to an existing borrower. After quarter end, SWK advanced $2.0 million to an existing, performing borrower.

For the first quarter 2024, the realized yield of the finance receivables portfolio was 16.3%, a 100 bps increase compared to 15.3% for the same period in the previous year. The realized yield was negatively impacted by the classification of the $6.8 million loan to Exeevo to non-accrual status during the quarter. The realized yield is inclusive of all fees, including all realized unamortized fees, amendment fees, and prepayment fees, and is calculated based on the simple average of finance receivables at the beginning and end of the period. The realized yield may differ from the effective yield due to actual cash collections being greater or lesser than modeled.

As of March 31, 2024, non-accrual finance receivables totaled $26.8 million. Of the total $26.8 million, $10.4 million consisted of a non-accrual financing originally to Flowonix Medical, $6.8 million consisted of a loan to Exeevo, $3.6 million consisted of a loan to Trio Healthcare, $3.6 million consisted of a royalty purchase originally to Ideal Implant, and $2.5 million consisted of a royalty to Best ABT, Inc.

As of March 31, 2024, SWK had $5.0 million of unfunded commitments, and after quarter close added an additional $5.0 million of unfunded commitments.

Total portfolio investment activity for the three months ended March 31, 2024, and 2023 was as follows (in thousands):

	Three Months Ended March 31,
	2024			2023
Beginning Portfolio	$	276,311		$	237,851
Provision for credit losses and impairments		(5,323	)		—
Interest paid-in-kind		477			351
Investment in marketable investments		346			(185	)
Investment in finance receivables		446			12,990
Loan discount and fee accretion		1,250			1,020
Net unrealized gain (loss) on marketable investments and warrant assets		(33	)		(982	)
Warrant and equity investments, net of sales and cancellations		(984	)		444
Fair value remeasurement of finance receivable		(832	)		—
Principal payments received on investments		(6,464	)		(498	)
Royalty (paydowns) accretion		(2,905	)		(1,418	)
Ending Portfolio	$	262,289		$	249,573

Adjusted Non-GAAP Net Income

The following table provides a reconciliation of SWK’s reported (GAAP) consolidated net income to SWK’s adjusted consolidated net income (Non-GAAP) for the three-month periods ended March 31, 2024 and 2023. The table eliminates provisions for income taxes, non-cash mark-to-market changes on warrant assets and equity securities, amortization of Enteris intangible assets, foreign currency transaction losses, and any non-cash impact on the remeasurement of contingent consideration.

	Three Months Ended March 31,
	2024			2023
Net income	$	861		$	4,635
Add (subtract): Income tax (benefit) expense		229			(109	)
Add: Enteris amortization expense		289			426
Add (subtract): Unrealized net gain on warrants assets		95			982
Add: Loss on exercise of warrant		143			—
Add: Foreign currency transaction loss		(87	)		(186	)
Adjusted income before income tax (benefit) expense		1,530			5,748
Adjusted income tax (benefit) expense		—			—
Non-GAAP net income	$	1,530		$	5,748

In the table above, management has deducted the following non-cash items: (i) change in the fair-market value of equities and warrants, as mark-to-market changes are non-cash, (ii) income taxes, as the Company has substantial net operating losses to offset against future income, (iii) amortization expense associated with Enteris intangible assets, and (iv) (gain) loss on remeasurement of contingent consideration, , and (v) foreign currency (loss) gain.

Finance Receivables Adjusted Non-GAAP Net Income

The following table provides a reconciliation of SWK’s consolidated adjusted income before provision for income tax expense, listed in the table above, to the non-GAAP adjusted net income for the Finance Receivable segment for the three-month periods ended March 31, 2024 and 2023. The table eliminates Enteris operating (income) loss. The adjusted income before income tax expense is derived in the table above and eliminates income tax expense, non-cash mark-to-market changes on equity securities.

	Three Months Ended March 31,
	2024		2023
Non-GAAP net income	$	1,530	$	5,748
Add (subtract): Enteris operating loss (income), excluding amortization expense and change in fair value of contingent consideration		1,166		1,546
Adjusted Finance Receivable segment income before income tax (benefit) expense	$	2,696	$	7,294
Adjusted income tax (benefit) expense		—		—
Finance Receivables segment adjusted non-GAAP net income	$	2,696	$	7,294

Non-GAAP Tangible Finance Book Value Per Share

The following table provides a reconciliation of SWK’s GAAP book value per share to its non-GAAP tangible finance book value per share as of March 31, 2024 and 2023. The table eliminates the deferred tax assets, intangible assets, goodwill, Enteris property and equipment and acquisition-related contingent consideration (in thousands, except per share data):

	Three Months Ended March 31,
	2024			2023
GAAP shareholder’s equity	$	280,288		$	274,385
Shares outstanding		12,482			12,830
GAAP book value per share	$	22.46		$	21.39

Less: Deferred tax assets, net		(28,077	)		(27,128	)
Less: Intangible assets, net		(6,198	)		(7,764	)
Less: Goodwill		—			(8,404	)
Less: Enteris Property and equipment, net		(5,102	)		(5,599	)
Plus: Contingent consideration payable		4,900			11,200
Non-GAAP tangible finance book value		245,811			236,690
Shares outstanding		12,482			12,830
Non-GAAP Tangible book value per share	$	19.69		$	18.45

Non-GAAP Financial Measures

This release includes non-GAAP adjusted net income, non-GAAP finance receivable segment net income, and non-GAAP tangible financing book value per share, which are metrics that are not compliant with generally accepted accounting principles in the United States (GAAP).

Non-GAAP adjusted net income is adjusted for certain items (including (i) changes in the fair-market value of public equity-related assets and SWK’s warrant assets as mark-to-market changes are non-cash, (ii) income taxes as the Company has substantial net operating losses to offset against future income, (iii) changes in the fair-market value of contingent consideration associated with the Enteris acquisition as these changes are non-cash, and (iv) depreciation and amortization expenses, primarily associated with the Enteris acquisition.

In addition to the adjustments noted above, non-GAAP finance receivable segment net income also excludes Enteris operating losses.

Non-GAAP tangible financing book value per share excludes the deferred tax asset, intangible assets, goodwill, Enteris PP&E, and contingent consideration associated with the Enteris transaction.

These non-GAAP measures may not be directly comparable to similar measures used by other companies in the Company's industry, as other companies may define such measures differently. Management believes that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends and provides useful additional information relating to our operations and financial condition. The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to better understand its business. Non-GAAP financial results are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Further, non-GAAP financial measures, even if similarly titled, may not be calculated in the same manner by all companies, and therefore should not be compared.

Conference Call Information

SWK Holdings will host a conference call and live audio webcast on Thursday, May 16, 2024, at 10:00 a.m. ET, to discuss its corporate and financial results for the first quarter 2024.

Interested participants and investors may access the audio webcast via the Events section of SWK Holdings’ Investor Relations website, https://swkhold.investorroom.com/events, or https://www.webcaster4.com/Webcast/Page/3029/50578.

Additionally, interested participants and investors may access the conference call telephonically by dialing either:

	a.	888-506-0062 (U.S.)
	b.	973-528-0011 (International)
	c.	Participant Access Code: 282310

An archive of the webcast will remain available on SWK Holdings’ website for 12 months beginning at approximately 11:00 a.m. ET, on May 16, 2024.

About SWK Holdings Corporation

SWK Holdings Corporation is a life science focused specialty finance company partnering with small- and mid-sized commercial-stage healthcare companies. SWK provides non-dilutive financing to fuel the development and commercialization of lifesaving and life-enhancing medical technologies and products. SWK’s unique financing structures provide flexible financing solutions at an attractive cost of capital to create long-term value for all SWK stakeholders. SWK’s solutions include structured debt, traditional royalty monetization, synthetic royalty transactions, and asset purchases typically ranging in size from $5.0 million to $25.0 million. SWK also owns Enteris BioPharma, a clinical development and manufacturing organization providing development services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.

Safe Harbor For Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect SWK’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption “Risk Factors” and elsewhere in SWK’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

For more information, please contact:

Tiberend Strategic Advisors, Inc.

Daniel Kontoh-Boateng (Investors)

dboateng@tiberend.com

Jason Rando (Media)

jrando@tiberend.com

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	March 31, 2024			December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	5,498		$	4,503
Restricted cash		—			733
Interest, accounts receivable and other receivables, net		6,352			4,729
Other current assets		2,086			1,904
Total current assets		13,936			11,869

Finance receivables, net of allowance for credit losses of $13,224 and $13,901 as of March 31, 2024 and December 31, 2023, respectively		261,285			274,504
Collateral on foreign currency forward contract		2,750			2,750
Marketable investments		394			48
Deferred tax assets, net		28,077			28,290
Warrant assets		610			1,759
Intangible assets, net		6,198			6,487
Property and equipment, net		5,212			5,438
Other non-current assets		3,888			3,109
Total assets	$	322,350		$	334,254

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	4,376		$	3,944
Total current liabilities		4,376			3,944

Contingent consideration payable		4,900			4,900
Unsecured senior notes, net		30,927			30,781
Revolving credit facility		—			12,350
Other non-current liabilities		1,859			1,964
Total liabilities		42,062			53,939

Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,481,944 and 12,497,770 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		12			12
Additional paid-in capital		4,424,216			4,425,104
Accumulated deficit		(4,143,940	)		(4,144,801	)
Total stockholders’ equity		280,288			280,315
Total liabilities and stockholders’ equity	$	322,350		$	334,254

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

	Three Months Ended March 31,
	2024			2023
Revenues:
Finance receivable interest income, including fees	$	11,454		$	9,260
Pharmaceutical development		279			118
Other		46			33
Total revenues		11,779			9,411
Costs and expenses:
Provision for credit losses		5,323			—
Interest expense		1,256			182
Pharmaceutical manufacturing, research and development expense		530			719
Depreciation and amortization expense		514			648
General and administrative		2,684			2,540
Income from operations		1,472			5,322
Other income (expense), net
Unrealized net loss on warrants		(95	)		(982	)
Loss on exercise of warrants		(143	)		—
Realized loss on sale of marketable investments		(231	)		—
Gain on foreign currency transactions		87			186
Income before income tax expense (benefit)		1,090			4,526
Income tax expense (benefit)		229			(109	)
Net income	$	861		$	4,635

Net income per share
Basic	$	0.07		$	0.36
Diluted	$	0.07		$	0.36
Weighted average shares outstanding
Basic		12,475			12,833
Diluted		12,540			12,875

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net income	$	861		$	4,635
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		5,323			—
Right-of-use asset amortization		91			68
Amortization of debt issuance costs		248			15
Deferred income taxes		229			(122	)
Change in fair value of warrants		95			982
Loss on exercise of warrants		143			—
Foreign currency transaction (gain) loss		(918	)		186
Realized loss on sale of equity securities		231			—
Loan discount and fee accretion on finance receivables		(1,256	)		(1,466	)
Interest paid-in-kind		(478	)		(351	)
Stock-based compensation		111			35
Depreciation and amortization		514			648
Changes in operating assets and liabilities:
Interest, accounts, and other receivables		(1,623	)		(1,251	)
Derivative assets and liabilities, net		831			(388	)
Other assets		(283	)		(915	)
Accounts payable and other liabilities		311			(1,412	)
Net cash provided by operating activities		4,430			664

Cash flows from investing activities:
Sale of marketable investments		258			—
Investment in finance receivables		(446	)		(12,990	)
Repayment of finance receivables		9,362			1,906
Corporate debt securities principal payments		7			10
Purchases of property and equipment		—			(8	)
Net cash provided by (used in) investing activities		9,181			(11,082	)

Cash flows from financing activities:
Net (payments on) proceeds from credit facility		(12,350	)		8,037
Repurchases of common stock, including fees and expenses		(999	)		(531	)
Net cash (used in) provided by financing activities		(13,349	)		7,506

Net increase (decrease) in cash, cash equivalents, and restricted cash		262			(2,912	)
Cash, cash equivalents, and restricted cash at beginning of period		5,236			6,156
Cash, cash equivalents, and restricted cash at end of period	$	5,498		$	3,244

Cover	May 15, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
Entity File Number	001-39184
Entity Registrant Name	SWK HOLDINGS CORPORATION
Entity Central Index Key	0001089907
Entity Tax Identification Number	77-0435679
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5956 Sherry Lane
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75255
City Area Code	(972)
Local Phone Number	687-7250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value
Title of 12(b) Security	Common Stock, par value
Trading Symbol	SWKH
Security Exchange Name	NASDAQ
9.00% Senior Notes Due 2027
Title of 12(b) Security	9.00% Senior Notes Due 2027
Trading Symbol	SWKHL
Security Exchange Name	NASDAQ