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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-30 · 32 added, 37 removed, 165 unchanged (29% of the section changed)

2 unchanged sentences

Controls and Procedures

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that

information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and

reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to

the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information

required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief

Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

connection with the preparation of this report, our management, under the supervision and with the participation of the Chief

8 unchanged sentences

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Internal control over financial reporting includes those policies

and procedures which (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, (iii) provide reasonable assurance that receipts and

expenditures are being made only in accordance with appropriate authorization of management and the board of directors, and (iv) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could

have a material effect on the financial statements.

Internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States of America.

Internal control over financial reporting includes those policies and procedures

which (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, (iii) provide reasonable assurance that receipts and expenditures are being made

only in accordance with appropriate authorization of management and the board of directors, and (iv) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material

effect on the financial statements.

connection with the preparation of this report, our management, under the supervision and with the participation of the Chief

37 unchanged sentences

OTHER INFORMATION

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information under the principal headings “ELECTION OF DIRECTORS,”

14 unchanged sentences

Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION”

2 unchanged sentences

in the Company’s 2021 Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information under the principal heading “TRANSACTION WITH RELATED PERSONS”

1 unchanged sentence

is incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

PRINCIPAL ACCOUNTING FEES AND SERVICES

information under the subheadings “Audit Fees and All Other Fees”

3 unchanged sentences

Company’s 2021 Proxy Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES

AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this Report:

Financial Statements:

Report of Independent Registered Public Accounting Firm

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Description of Securities Registered Under Section 12 of the Exchange Act.

1 to Rights Agreement, dated as of April 8, 2019, by and between SWK Holdings Corporation and Computershare Trust Company,

2 to Rights Agreement, effective as of February 23, 2021 by and between SWK Holdings Corporation and Computershare Trust

Company, N.A.

Software, Inc.

3 unchanged sentences

purchase agreement between SWK Holdings Corporation and PBS Capital Management, dated May 14, 2012.

Voting Agreement, dated as of September 6, 2013, among Double Black Diamond, L.P., Double Black Diamond Offshore

Ltd., Black Diamond Offshore, Ltd.

Agreement, dated as of September 6, 2013, among Double Black Diamond, L.P., Double Black Diamond Offshore Ltd., Black Diamond

Offshore, Ltd.

and the Company.

Registration Rights Agreement, dated as of September 6, 2013, among Double Black Diamond, L.P., Double Black

Diamond Offshore Ltd., Black Diamond Offshore, Ltd.

Rights Agreement, dated as of September 6, 2013, among Double Black Diamond, L.P., Double Black Diamond Offshore Ltd., Black

Diamond Offshore, Ltd.

and the Company.

Employment Agreement, dated January 28, 2019, between the Company and Winston L.

Royalty Agreement, dated April 2, 2013, among SWK Funding LLC, Bess

Royalty, L.P.

Agreement, dated January 28, 2019, between the Company and Winston L.

Agreement, dated April 2, 2013, among SWK Funding LLC, Bess Royalty, L.P.

and InSite Vision Incorporated.#

3 unchanged sentences

and SWK Holdings Corporation.

Agreement dated December 13, 2016, among SWK Funding LLC and Opiant Pharmaceuticals, Inc.

and Sale Agreement for Distressed Assets dated June 24, 2016 between SWK Funding LLC and Sindex SSI Lending LLC

Securities Transfer Agreement dated June 24, 2016 by and between SWK Funding LLC, SWK Holdings Corporation,

and Sindex SSI Lending LLC

Royalty Agreement dated December 13, 2016, among SWK Funding LLC and Opiant Pharmaceuticals, Inc.

Loan and Security Agreement between SWK Holdings Corporation and SWK Funding LLC as Borrowers and Certain Financial Institutions as Lenders and State Bank and Trust Company as Agent dated June 29, 2018.

Agreement dated May 20, 2016 among SBT Holdings, Inc., dba Keystone Dental, and SWK Funding LLC.

Subsidiaries.

Consent of Independent Registered Public Accounting Firm - BPM LLP.

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures