What changed in this filing

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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-31 · 121 added, 154 removed, 43 unchanged (86% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure

Controls and Procedures

of Disclosure 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.

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

Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of

the period covered by this report.

Management’s Report

on Internal Control over Financial Reporting

management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing

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.

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

Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial

reporting as of the end of the period covered by this report based on the criteria established in Internal Control—Integrated

Framework issued in 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As a result of that evaluation, management concluded that as of December 31, 2020, our internal control over financial reporting

was effective based on the criteria set forth in the COSO framework.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered

public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this annual report.

Inherent Limitations

over Internal Controls

system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting

and financial reporting.

Our management does not expect that our disclosure controls and procedures or our internal control over

financial reporting will prevent or detect all errors and fraud.

A control system, no matter how well-designed and operated, can

provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

These inherent limitations

include the following:

in decision-making can be faulty, and control and process breakdowns can occur because

of simple errors or mistakes;

can be circumvented by individuals, acting alone or in collusion with each other, or

by management override;

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 Executive

Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls

and procedures as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Report on Internal Control over Financial Reporting

management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing 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.

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

Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as

of the end of the period covered by this report based on the criteria established in Internal

Control—Integrated Framework issued in 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission

As a result of that evaluation, management concluded that as of December 31, 2021, our internal control over financial

reporting was effective based on the criteria set forth in the COSO framework.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in

this annual report.

Limitations over Internal Controls

system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and

financial reporting.

Our management does not expect that our disclosure controls and procedures or our internal control over financial

reporting will prevent or detect all errors and fraud.

A control system, no matter how well-designed and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system will be met.

These inherent limitations include the following:

in decision-making can be faulty, and control and process breakdowns can occur because of

simple errors or mistakes;

can be circumvented by individuals, acting alone or in collusion with each other, or by management

design of any system of controls is based in part on certain assumptions about the likelihood

1 unchanged sentence

its stated goals under all potential future conditions;

time, controls may become inadequate because of changes in conditions or deterioration

in the degree of compliance with associated policies or procedures;

design of a control system must reflect the fact that resources are constrained, and

the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

Changes in Internal Control

over Financial Reporting

have been no changes during the Company’s fiscal year ended December 31, 2020 in our internal control over financial reporting

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

time, controls may become inadequate because of changes in conditions or deterioration in

the degree of compliance with associated policies or procedures;

design of a control system must reflect the fact that resources are constrained, and the

benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, have been detected.

in Internal Control over Financial Reporting

have been no changes during the Company’s fiscal year ended December 31, 2021 in our internal control over financial reporting that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information under the principal headings “ELECTION OF DIRECTORS,”

“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

COMPLIANCE,”

and “CODE OF ETHICS AND CONDUCT”, the information regarding executive officers of the Company under

the subheading “Executive Officers”, and the information regarding the Audit Committee under the subheading “Board

Meetings and Committees”

under the principal heading “CORPORATE GOVERNANCE,”

in the Company’s 2021 Proxy

Statement is incorporated herein by reference.

information under the principal headings “ELECTION OF DIRECTORS,” “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,”

and “CODE OF ETHICS AND CONDUCT”, the information regarding executive officers of the Company under the subheading “Executive

Officers”, and the information regarding the Audit Committee under the subheading “Board Meetings and Committees”

under the principal heading “CORPORATE GOVERNANCE,” in the Company’s 2022 Proxy Statement is incorporated herein by

EXECUTIVE COMPENSATION

information under the principal headings “DIRECTOR COMPENSATION,”

“COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

PARTICIPATION”, “EXECUTIVE COMPENSATION,”

and “RELATED INFORMATION”

in the Company’s 2021

Proxy Statement is incorporated herein by reference.

information under the principal headings “DIRECTOR COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”,

“EXECUTIVE COMPENSATION,” and “RELATED INFORMATION” in the Company’s 2022 Proxy Statement is incorporated

herein by reference.

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

information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION”

and “OWNERSHIP OF EQUITY SECURITIES

OF THE COMPANY”

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

information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION” and “OWNERSHIP OF EQUITY SECURITIES

OF THE COMPANY” in the Company’s 2022 Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information under the principal heading “TRANSACTION WITH RELATED PERSONS”

in the Company’s 2021 Proxy Statement

is incorporated herein by reference.

information under the principal heading “TRANSACTION WITH RELATED PERSONS” in the Company’s 2022 Proxy Statement is

incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

and “Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors”

below the principal heading “AUDIT FEES”

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

AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Income for the years ended December 31, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’

Equity for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

attached Exhibit Index.

information under the subheadings “Audit Fees and All Other Fees” and “Audit Committee Pre-Approval of Audit and Permissible

Non-Audit Services of Independent Auditors” below the principal heading “AUDIT FEES” in the Company’s 2022 Proxy

Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following

documents are filed as part of this Report:

Financial Statements:

of Independent Registered Public Accounting Firm (PCAOB ID #207)

Balance Sheets as of December 31, 2021 and 2020

Statements of Income for the years ended December 31, 2021 and 2020

Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

to the Consolidated Financial Statements

See attached Exhibit Index.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) 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, on March 31, 2021.

to the requirements of Section 13 or 15(d) 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, on March 25, 2022.

Holdings Corporation

1 unchanged sentence

Executive Officer)

POWER OF ATTORNEY

ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Winston L.

Jacobson and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him

and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K

and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act

and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could

do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute

or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Black and Charles

Jacobson and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name,

place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with

all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done

in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all

that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done

by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer and Director

2 unchanged sentences

Financial and Accounting Officer)

Christopher W.

Michael Weinberg

Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated April 18, 2000.

of Amendment to the Amended and Restated Certificate of Incorporation dated June 29, 2001.

of Amendment to the Second Amended and Restated Certificate of Incorporation filed on December 11, 2001.

of Amendment to the Second Amended and Restated Certificate of Incorporation dated November 21, 2005.

of Amendment of Second Amended and Restated Certificate of Incorporation of Kana Software, Inc.

of Amendment of Second Amended and Restated Certificate of Incorporation of SWK Holdings Corporation.

and Restated Bylaws as of May 20, 2015.

of Specimen Common Stock Certificate.

of Rights Certificate (Exhibit B to Rights Agreement filed as Exhibit 4.03 hereto).

Agreement, dated as of April 8, 2016 by and between SWK Holdings Corporation and Computershare Trust Company, N.A.

Stock Purchase Warrant to Purchase 100,000 (as adjusted to reflect a net 1-for-10 reverse stock split) shares of the Company’s

common stock dated September 6, 2013 issued to Double Black Diamond, L.P.

Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated April 18, 2000.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 29, 2001.

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on December 11, 2001.

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation dated November 21, 2005.

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Kana Software, Inc.

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of SWK Holdings Corporation

Amended and Restated Bylaws as of May 20, 2015

Form of Specimen Common Stock Certificate

Form of Rights Certificate (Exhibit B to Rights Agreement filed as Exhibit 4.03)

Rights Agreement, dated as of April 8, 2016 by and between SWK Holdings Corporation and Computershare Trust Company, N.A.

Amendment No.

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

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.

1999 Stock Incentive Plan, as amended.*

2010 Equity Incentive Plan.*

Holdings Corporation 2010 Equity Incentive Plan Restricted Stock Award Agreement.*

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

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

Offshore, Ltd.

SWK Holdings Corporation 2010 Equity Incentive Plan Restricted Stock Award Agreement.*

Voting 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

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

Diamond Offshore, Ltd.

Registration 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

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

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

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.

and InSite Vision Incorporated.**#

Purchase Agreement, dated August 18, 2014, between SWK Holdings Corporation and Carlson Capital, L.P.

Stockholders’

Agreement, dated August 18, 2014, among Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd.

Securities Purchase Agreement, dated August 18, 2014, between SWK Holdings Corporation and Carlson Capital, L.P.

Stockholders’ Agreement, dated August 18, 2014, among Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd.

and SWK Holdings Corporation

1 unchanged sentence

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

12 unchanged sentences

contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.

certifications accompany SWK’s Annual Report on Form 10-K;

they are not deemed “filed”

with the Securities

and Exchange Commission and are not to be incorporated by reference in any filing of SWK under the Securities Act of 1933,

or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in

any filings, except to the extent that SWK specifically incorporates it by reference.

certifications accompany SWK’s Annual Report on Form 10-K;

they are not deemed “filed” with the SEC and are not

to be incorporated by reference in any filing of SWK under the Securities Act or the Exchange Act, whether made before or after the

date hereof and irrespective of any general incorporation language in any filings, except to the extent that SWK specifically incorporates

it by reference.

treatment is requested for certain confidential portions of these exhibit pursuant to Rule 24b-2 under the Exchange Act.

accordance with Rule 24b-2, these confidential portions have been omitted from these exhibits and filed separately with the

Securities and Exchange Commission

information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or

12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, and otherwise is not subject to liability under these sections.

In accordance

with Rule 24b-2, these confidential portions have been omitted from these exhibits and filed separately with the Securities and Exchange

information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the

Securities Act is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under

these sections.

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