What changed in this filing

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Item 9A. Controls and Procedures

2024-03-20 compared with 2023-03-31 · 161 added, 146 removed, 37 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

Evaluation 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.

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.

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, 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, 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 has

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, 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, 2022, our internal control over financial reporting

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

Executive 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, 2023, our internal control over financial reporting was effective

based on the criteria set forth in the COSO framework.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

2 unchanged sentences

to rules of the Securities and Exchange Commission that permit us 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 override;

Inherent Limitations over Internal

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.

in 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.

Changes in Internal Control over

Financial Reporting

have been no changes during the Company’s fiscal year ended December 31, 2023 in our internal control over financial reporting

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

have omitted from Part III the information that will appear in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders

(the “2023 Proxy Statement”), which we intend to file within 120 days after the end of our fiscal year pursuant to

Regulation 14A.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board has adopted a Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer and

principal accounting officer, as well as to the members of our Board and our other officers and employees.

This Code of Ethics

and Conduct is available on our website at www.swkhold.com.

We intend to satisfy the amendment and waiver disclosure requirements

under applicable securities regulations by posting any amendments of, or waivers to, the Code of Ethics and Conduct on our website.

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 2023 Proxy

Statement is incorporated herein by reference.

(the “2024 Proxy Statement”), which we intend to file within 120 days after the end of our fiscal year pursuant to Regulation

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

Board has adopted a Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer and principal

accounting officer, as well as to the members of our Board and our other officers and employees.

This Code of Ethics and Conduct is available

on our website at www.swkhold.com.

We intend to satisfy the amendment and waiver disclosure requirements under applicable securities

regulations by posting any amendments of, or waivers to, the Code of Ethics and Conduct on our website.

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 2024 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 2023

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 2024 Proxy Statement is incorporated

herein by reference.

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

1 unchanged sentence

OF THE COMPANY” in the Company’s 2024 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 2023 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” in the

Company’s 2023 Proxy Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Report:

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information under the principal heading “TRANSACTION WITH RELATED PERSONS” in the Company’s 2024 Proxy Statement is

incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

Our independent public accounting firm is BPM LLP, San Francisco, CA, USA, PCAOB Auditor Firm ID 207.

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 2024 Proxy

Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES

(a) The following

documents are filed as part of this Report:

Report of Independent Registered

Public Accounting Firm (PCAOB ID #207)

Consolidated Balance Sheets

as of December 31, 2023 and 2022

Consolidated Statements

of Income for the years ended December 31, 2023 and 2022

Consolidated Statements

of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements

of Cash Flows for the years ended December 31, 2023 and 2022

Notes to the Consolidated

Financial Statements

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

Balance Sheets as of December 31, 2022 and 2021

Statements of Income for the years ended December 31, 2022 and 2021

Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

to the Consolidated Financial Statements

See attached Exhibit Index.

attached Exhibit Index.

FORM 10-K SUMMARY

1 unchanged sentence

be signed on its behalf by the undersigned, thereunto duly authorized, on March 20, 2024.

Holdings Corporation

Executive Officer

Executive Officer)

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

Staggs and Yvette

Heinrichson and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for

him or her and in his or her 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 indicated below as of March 31, 2023.

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Executive Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

that each individual whose signature appears below constitutes and appoints Joe D.

Staggs, his or her true and lawful attorney-in-fact

and agent, with full power of substitution, for him or her and in his or her 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 attorney-in-fact and agent, 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 attorney-in-fact

and agent, 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 indicated below as of March 20, 2024.

Chief Executive Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

Jerry Albright

Amended and Restated Certificate of Incorporation, dated as of August 12, 2022.

and Restated Bylaws, dated as of August 12, 2022.

of Specimen Common Stock Certificate

Jerry Albright

Third Amended and Restated Certificate of Incorporation, dated as of August 12, 2022.

Amended and Restated Bylaws, dated as of August 12, 2022.

Form of Specimen Common Stock Certificate

Description of Securities Registered Under Section 12 of the Exchange Act

Indenture dated as of October 3, 2023, between the Company and Wilmington Trust, National Association, as trustee.

First Supplemental Indenture dated as of October 3, 2023, between the Company and Wilmington Trust, National Association, as trustee

Form of 9.00% Senior Notes due 2027 (included as Exhibit A to 4.04 above)

2010 Equity Incentive Plan, as amended.*

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

Rights 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 Form of Restricted Stock Award Agreement.*

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.**#

Stockholders’

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

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

and SWK Holdings Corporation

Amendment No.

1 to the Stockholders’ Agreement dated June 28, 2022

1 unchanged sentence

2 to the Stockholders’ Agreement dated February 27, 2023

Purchase and Sale Agreement, dated December 13, 2016, between SWK Funding LLC and Opiant Pharmaceuticals, Inc.

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

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

First Amendment to Loan and Security Agreement dated August 26, 2019 by and among SWK Holdings Corporation and Cadence Bank, N.A.

Amendment to Loan and Security Agreement dated June 29, 2021 by and among SWK Holdings Corporation and Cadence Bank, N.A.

Amendment to Loan and Security Agreement dated September 27, 2021 by and among SWK Holdings Corporation and Cadence Bank,

Amendment to Loan and Security Agreement, dated September 26, 2022, by and among SWK Holdings Corporation, SWK Funding LLC

and Cadence Bank, N.A.

Amendment to Loan and Security Agreement between SWK Holdings Corporation and SWK Funding LLC as Borrowers, and Cadence Bank,

a Mississippi bank and successor by merger to Cadence Bank, N.A., a

Agreement, dated June 30, 2022, by and between the Company and Winston L.

and Release Agreement, dated August 31, 2022, by and between the Company and Winston L.

Agreement, dated January 2, 2023 between SWK Holdings Corporation and Jody Staggs

of Subsidiaries

Second Amendment to Loan and Security Agreement dated June 29, 2021 by and among SWK Holdings Corporation and Cadence Bank, N.A.

Third Amendment to Loan and Security Agreement dated September 27, 2021 by and among SWK Holdings Corporation and Cadence Bank, N.A.

Fourth Amendment to Loan and Security Agreement, dated September 26, 2022, by and among SWK Holdings Corporation, SWK Funding LLC and Cadence Bank, N.A.

Fifth Amendment to Loan and Security Agreement between SWK Holdings Corporation and SWK Funding LLC as Borrowers, and Cadence Bank, a Mississippi bank and successor by merger to Cadence Bank, N.A., a

Letter Agreement, dated June 30, 2022, by and between the Company and Winston L.

Separation and Release Agreement, dated August 31, 2022, by and between the Company and Winston L.

Employment Agreement, dated January 2, 2023 between SWK Holdings Corporation and Jody Staggs

Credit Agreement, dated June 28, 2023 by and among SWK Holdings Corporation, SWK Funding LLC, the Lenders party thereto and First Horizon Bank as a Lender and Agent

First Amendment to Credit Agreement dated October 10, 2023 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent

Second Amendment to Credit Agreement dated December [13], 2023 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent~†

Consent of Independent Registered Public Accounting Firm - BPM LLP

Power of Attorney (included on signature page of this Annual Report on Form 10-K).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase

Taxonomy Extension Labels Linkbase

Taxonomy Extension Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SWK Holdings Corporation Compensation Recovery

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation

XBRL Taxonomy Extension Definition

XBRL Taxonomy Extension Labels

XBRL Taxonomy Extension Presentation

Cover Page Interactive Data File (formatted as

Inline XBRL and contained in Exhibit 101)

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

liability under these sections.

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.

# Confidential

treatment is requested for certain confidential portions of these exhibit pursuant to Rule

24b-2 under the Exchange Act.

In accordance with Rule 24b-2, these confidential portions

have been omitted from these exhibits and filed separately with the Securities and Exchange

+ Certain portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b) because it is both (i) not material to investors

and (ii) likely to cause competitive harm to the Company if publicly disclosed.

~ Certain schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted

schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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