What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-20 · 147 added, 148 removed, 50 unchanged (86% of the section changed)

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, 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 , 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

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

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.

Evaluation of Disclosure Controls and Procedures

Disclosure 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, to allow timely decisions regarding required disclosures.

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

Our 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.

In 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 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, 2024, our internal control over financial reporting was effective based on the criteria set forth in the COSO framework.

This Annual Report 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 our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Inherent Limitations over Internal Controls

Our 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

of future events, and there can be no assurance that any design will succeed in achieving

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, 2023 in our internal control over financial reporting

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

• Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes;

• Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override;

• The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

• Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures;

• The 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.

Because 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

There have been no changes during the Company's fiscal year ended December 31, 2024 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

Not Applicable.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

On March 14, 2025, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Adam Rice, the Company’s current Chief Financial Officer.

The Employment Agreement supersedes all prior commitments and agreements between Mr.

Rice and the Company with respect to Mr.

Rice’s employment with the Company.

Pursuant to the Employment Agreement, Mr.

Rice (i) will have an initial annual base salary will be $311,575 (the “Base Salary”), (ii) will be eligible for an annual cash bonus with a target opportunity of 60% of Base Salary (the “Annual Bonus”) and (iii) will be eligible for annual equity incentive awards in such form, in such amounts and on such terms as determined by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company, in its discretion;

provided, however, that such annual equity award will have a grant date fair value of approximately 33% of Mr.

Rice’s Base Salary.

The Employment Agreement also provides that Mr.

Rice shall be entitled to participate in the employee benefit plans and programs maintained by the Company for similarly situated employees.

The Employment Agreement provides that, if Mr.

Rice’s employment with the Company ceases for any reason, Mr.

Rice will receive his Base Salary earned but unpaid through and including the date of termination, and any other amounts or benefits payable under the terms of the benefit plans of the Company (collectively, the “Accrued Amounts”).

Additionally, the Employment Agreement provides that, if Mr.

Rice’s employment with the Company ceases due to a termination by the Company within one year following a Change in Control (each as defined in the Employment Agreement), then he will receive:

(i) the Accrued Amounts, (ii) continued payment of his Base Salary for a period of 6 months following the date of his termination of employment, (iii) to the extent an Annual Bonus has been earned but not paid with respect to the fiscal year ended immediately prior to the cessation of Mr.

Rice’s employment, payment of such Annual Bonus;

(iv) waiver or reimbursement of the cost of COBRA coverage for Mr.

Rice and his covered family members for up to 6 months following such termination of employment, and (v) an amount equal to 50% of his annualized prior year bonus payment,.

Any severance benefit payable under the Employment Agreement will be subject to Mr.

Rice’s timely execution and non-revocation of a release of claims.

Rice will also be bound by confidentiality, intellectual property assignment and restrictive covenants (including an agreement not to compete with the Company or its affiliates, and not to solicit the employees and customers of the Company and its affiliates, during his employment and for 12 months thereafter).

The above description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.25 and incorporated herein by reference.

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 “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

We have omitted from Part III the information that will appear in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 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

Our 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.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of SWK by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

In addition, with regard to trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our insider trading policy attached hereto as Exhibit 19.1 and incorporated herein.

The 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 2025 Proxy Statement is incorporated herein by reference.

EXECUTIVE COMPENSATION

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.

The information under the principal headings “DIRECTOR COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”, “EXECUTIVE COMPENSATION,” and “RELATED INFORMATION” in the Company’s 2025 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 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 2024 Proxy Statement is

incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

The information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION” and “OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the principal heading “TRANSACTION WITH RELATED PERSONS” in the Company’s 2025 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

The 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 2025 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:

attached Exhibit Index.

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

Consolidated Balance Sheets as of December 31, 2024 and 2023 38

Consolidated Statements of Income for the years ended December 31, 2024 and 2023 39

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 41

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 42

Notes to the Consolidated Financial Statements 43

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 20, 2024.

Pursuant 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 20, 2025.

SWK Holdings Corporation

Chief Executive Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

(Principal Executive Officer)

/s/ Adam Rice

Chief Financial 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.

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.

Pursuant 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, 2025.

Chief Executive Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

Jerry Albright

(Principal Executive Officer)

/s/ Jerry Albright

Jerry Albright

/s/ Laurie M.

/s/ Robert K.

EXHIBIT INDEX

Exhibit Description Form Exhibit Filing Date Filed

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

8-K 3.1 08/15/22

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

8-K 3.02 08/15/22

4.01 Form of Specimen Common Stock Certificate

S-1/A 4.01 09/21/99

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

10-K 4.02 03/31/23

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

8-K 4.1 10/03/23

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

8-K 4.2 10/03/23

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

8-K 4.2.1 10/03/23

10.01 2010 Equity Incentive Plan, as amended.*

DEF 14A Appendix A 10/23/19

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

10-Q 10.2 11/09/10

10.03 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

8-K 10.4 09/09/13

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

8-K 10.1 01/30/19

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

and InSite Vision Incorporated.**#

S-1/A 10.1 04/01/14

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

and SWK Holdings Corporation

8-K 10.2 08/19/14

10.07 Amendment No.

1 to the Stockholders’ Agreement dated June 28, 2022

8-K 10.1 06/29/22

10.08 Amendment No.

2 to the Stockholders’ Agreement dated February 27, 2023

10-K 10.1 3/31/23

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

10-K 10.2 03/29/18

10.10 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

8-K 10.1 06/29/18

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

10-K 10.1 03/31/23

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

8-K 10.1 06/29/21

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

8-K 10.1 10/01/21

10.14 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.

8-K 10.1 09/28/22

10.15 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

8-K 10.1 11/22/22

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

8-K 10.1 07/07/22

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

10-Q 10.2 11/09/22

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

8-K 10.1 01/03/23

10.19 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

8-K 10.1 6/30/23

10.20 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

8-K 10.1 10/13/23

10.21 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~†

10.22 Exclusive Option and Asset Purchase Agreement, by and between Enteris Biopharma, Inc., the Company and AptarGroup, Inc., dated March 13, 2024

8-K 10.01 03/19/24

10.23 Consulting Agreement, by and between the Company and Yvette Heinrichson, dated February 14, 2024*†

10-Q 10.0 05/15/24

10.24 Third Amendment to Credit Agreement dated May 17, 2024 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent

10.25 Executive Employment Agreement, dated March 14, 2025 between SWK Holdings Corporation and Adam Rice

10.26 Fourth Amendment to Credit Agreement and Waiver dated as of August 29, 2024 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent ~

10-Q 10.0 11/14/24

19.01 Insider Trading Policy

21.01 Subsidiaries

23.01 Consent of Independent Registered Public Accounting Firm - BPM LLP

Exhibit Description Form Exhibit Filing

Filed Herewith

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

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.

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

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

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

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

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.

# 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.

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

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

97 SWK Holdings Corporation Compensation Recovery X

101.INS+ XBRL Instance Document

101.SCH+ XBRL Taxonomy Extension Schema Document

101.CAL+ XBRL Taxonomy Extension Calculation Linkbase

101.DEF+ XBRL Taxonomy Extension Definition Linkbase

101.LAB+ XBRL Taxonomy Extension Labels Linkbase

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase

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

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

** This certification accompanies 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.

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 Commission

† 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.

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