SWK Holdings Corp Files 8-K for Material Agreement

TL;DR

SWK Holdings Corp just filed an 8-K for a big deal. Keep an eye on this.

AI Summary

SWK Holdings Corporation entered into a material definitive agreement on October 9, 2025. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Delaware and headquartered in Dallas, Texas.

Why It Matters

This filing indicates a significant new development or transaction for SWK Holdings Corporation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• SWK Holdings Corporation (company) — Registrant
• October 9, 2025 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• Dallas, TX (location) — Business Address City and State

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 per share SWKH The Nasdaq Stock Mark
• $0.01 — sable shares of common stock, par value $0.01 per share, of Parent ("Parent Common St
• $0.74 — s expected to be equal to approximately $0.74 per share (together with the Company Pe
• $8,225,000 — t pay Parent a termination fee equal to $8,225,000. General The foregoing summary descr

Filing Documents

• e25356_swkh-8k.htm (8-K) — 61KB
• e25356_ex2-1.htm (EX-2.1) — 600KB
• e25356_ex99-1.htm (EX-99.1) — 52KB
• 0001552781-25-000317.txt ( ) — 1069KB
• swkh-20251009.xsd (EX-101.SCH) — 4KB
• swkh-20251009_def.xml (EX-101.DEF) — 26KB
• swkh-20251009_lab.xml (EX-101.LAB) — 36KB
• swkh-20251009_pre.xml (EX-101.PRE) — 25KB
• e25356_swkh-8k_htm.xml (XML) — 5KB

01 Entry

Item 1.01 Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On October 9, 2025, SWK Holdings Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Runway Growth Finance Corp., a Maryland corporation ("Parent"), RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a direct wholly owned subsidiary of Intermediary Sub ("Acquisition Sub"), and Runway Growth Capital LLC, a Delaware limited liability company ("Parent External Adviser"). The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (i) Acquisition Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Intermediary Sub (the "Surviving Corporation"), or, in the alternative, the Company will merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation and as a wholly owned subsidiary of Intermediary Sub (in either case, the "First Merger"), (ii) immediately after the First Merger, the Surviving Corporation will merge with and into Intermediary Sub (the "Second Merger"), with Intermediary Sub surviving the Second Merger as a wholly owned subsidiary of Parent, and (iii) immediately after the Second Merger, Intermediary Sub will merge with and into Parent (the "Third Merger" and, together with the Second Merger and the First Merger, the "Mergers"), with Parent continuing as the surviving corporation in the Third Merger. Merger Consideration At the closing of the First Merger (the "Closing"), Parent shall issue, in respect of all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company ("Company Common Stock") (excluding shares held by subsidiaries of the Company or held, dire

Forward-Looking Statements

Forward-Looking Statements Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of Parent and the Company, and distribution projections; business prospects of Parent and the Company, and the prospects of their portfolio companies; and the impact of the investments that Parent and the Company expect to make. In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the mergers on the expected timeline, or at all; (ii) the expected synergies and savings associated with the mergers; (iii) the ability to realize the anticipated benefits of the mergers, including the expected elimination of certain expenses and costs due to the mergers; (iv) the percentage of the Company's stockholders voting in favor of the transaction; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the mergers may not be satisfied or waived; (vii) risks related to diverting management's attention from ongoing business operations; (viii) the combined company's plans, expectations, objectives and intentions, as a result of the mergers; (ix) any potential termination of the merger agreement; (x) the future operating results and net investment income projections of Parent, the Company or, following the closing of the mergers, the combined company; (xi) the abi

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) The following exhibits are filed with this report: Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of October 9, 2025, by and among SWK Holdings Corporation, Runway Growth Finance Corp., RWAY Portfolio Holding Corp., RWAY Portfolio Corp. and Runway Growth Capital LLC 99.1 Key Stockholder Agreement, dated as of October 9, 2025, by and among Runway Growth Finance Corp., Double Black Diamond Offshore Ltd. and Black Diamond Offshore Ltd. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SWK HOLDINGS CORPORATION By: /s/ Joe D. Staggs Joe D. Staggs President and Chief Executive Officer Date: October 10, 2025

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View this 8-K filing on SEC EDGAR