Swk Hldgs Corp SEC Filings

Runway Growth Finance discussed Q3 2025 results and its proposed merger to acquire SWK Holdings, a healthcare and life sciences lender. Runway reported total investment income of $36.7 million and net investment income of $15.7 million, completing $128.3 million of funded loans across technology, healthcare and select consumer sectors.

The portfolio had $946 million in fair value, a debt yield of 16.8%, and one non‑accrual loan with a fair value of $2.4 million (0.2% of the portfolio). NAV per share was $13.55; leverage was 0.92x. Liquidity totaled $371.9 million with borrowing capacity of $364.0 million. The board declared a Q4 regular distribution of $0.33 per share; Q3 NII was $0.43 per share with spillover income of $0.53.

The parties announced a NAV‑for‑NAV merger with an estimated purchase price of ~$220 million, including $75.5 million in Runway shares valued at closing NAV and ~$145 million in cash, plus a $9 million cash contribution from the adviser. Runway expects mid‑single digit run‑rate NII accretion in the first full quarter post‑close and to increase healthcare exposure to about 31% from 14%. Closing is anticipated in early 2026.

Runway Growth Finance Corp. announced a proposed merger with SWK Holdings Corporation and outlined expected financial and portfolio impacts. The company anticipates mid single-digit run-rate net investment income (NII) accretion during the first full quarter following closing, with pro forma leverage moving to ~1.1x. Management highlighted potential benefits including enhanced scale, broader funding access, and a lowered risk profile from smaller average loan positions.

Operationally, the portfolio at fair value was $946 million as of September 30, 2025, with a weighted average debt investment yield of 16.83%. For the same period, NAV per share was $13.55 and NII per share was $0.43. The platform reported 98% first lien exposure and a cumulative net loss rate of 0.61% since inception, supported by disciplined underwriting and active monitoring. Management also cited improved trading liquidity and funding flexibility as potential post-combination advantages, subject to completion of the merger and customary conditions.

SWK Holdings reported solid Q3 results as it completes its shift to a single operating segment. For the quarter ended September 30, 2025, revenue was $10.9 million and net income was $8.8 million ($0.72 per diluted share), up from $3.5 million a year ago. Year-to-date net income reached $16.9 million.

The finance book generated interest income of $10.8 million in Q3, aided by a $0.9 million benefit for credit losses and $2.6 million unrealized gains on warrants. Finance receivables, net, were $245.4 million with the allowance for credit losses reduced to $7.7 million from $11.2 million at year-end. Three royalty positions—Flowonix ($6.6 million), Best ($2.3 million) and Ideal ($2.5 million)—were on nonaccrual.

Strategically, the company sold most of its royalty portfolio to Soleus for approximately $34.0 million, recording a $3.7 million revaluation loss, and paid a special cash dividend of $4.00 per share in May. It also sold MOD3 assets to Aptar for about $6.9 million, recognizing a $1.6 million gain, and will report only the Finance Receivables segment after Q3. Cash was $10.2 million, the revolver had no balance, and $32.969 million of 9.00% senior notes due 2027 remained outstanding. Shares outstanding were 12,095,906 as of October 31, 2025.

SWK Holdings Corporation filed a Form 8-K to furnish a press release containing its 2025 quarterly financial results. The press release, dated November 6, 2025 and attached as Exhibit 99.1, provides an update on the company’s performance for a 2025 quarter.

The company states that the press release and related information are being furnished, not filed, so they are not subject to certain liability provisions of the Exchange Act and are not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

SWK Holdings Corporation entered into a merger agreement to be acquired through a multi-step merger by Runway Growth Finance Corp., ultimately becoming a wholly owned subsidiary of Runway. At closing, each SWK share (other than cancelled shares) will receive either cash based on SWK’s per-share net asset value or Runway common stock determined by a NAV-based exchange ratio, plus an additional Per Share Guaranteed Cash Payment expected to be approximately $0.74 per share, paid by Runway Growth Capital LLC.

SWK stockholders can elect cash or stock, subject to overall cash and stock limits that may cause pro rata reallocation between options. Unvested restricted stock will fully vest and convert into the same per-share merger consideration, subject to withholding. Closing is subject to customary conditions, including SWK stockholder approval, regulatory clearances and effectiveness of a Form N-14. A key stockholder holding about 69.9% of SWK’s voting power has agreed to vote in favor of the deal, and SWK may owe Runway an $8,225,000 termination fee if it accepts a superior proposal or changes its recommendation in specified circumstances.

SWK Holdings Corporation disclosed that it has entered into a definitive merger agreement with Runway Growth Finance Corp.. The transaction is structured as a series of mergers in which an indirect Runway subsidiary will merge with SWK, followed by additional merger steps, ultimately leaving SWK as part of a surviving entity that will be a wholly owned subsidiary of Runway.

The deal is subject to approval by SWK stockholders and other closing conditions, and the parties have issued a joint press release describing the transaction. The companies highlight numerous risks, including the possibility the mergers are not completed, uncertainty around expected synergies and cost savings, potential competing offers, stockholder litigation, and future regulatory or business changes. A joint registration statement on Form N-14 and proxy materials will be filed with the SEC to provide more details to stockholders.

SWK Holdings Corporation announced the full repayment of its loan to Elutia, receiving a $27.8 million payoff that exceeds the company’s net GAAP carrying value of $23.9 million as of June 30, 2025. The repayment follows Elutia’s sale of its BioEnvelope business to Boston Scientific for $88.0 million in cash. SWK expects to recognize approximately $1.4 million of incremental income from acceleration of exit fee recognition and approximately $1.4 million from the release of loan loss reserves, reflecting a net benefit to the company’s reported results from this transaction.

SWK Holdings Corporation filed a current report to furnish its press release and investor presentation covering 2025 second quarter financial results. The press release is attached as Exhibit 99.1 and the investor presentation as Exhibit 99.2.

The investor presentation includes financial information that uses Non-GAAP financial measures, along with reconciliations to the most comparable GAAP measures, in line with Regulation G. The company states that these Non-GAAP metrics are intended to give investors additional ways to view its operations and assess shareholder value, when considered together with GAAP results.

The information in this report, including the exhibits, is being furnished under Regulation FD and is not deemed “filed” or subject to liability under Section 18 of the Exchange Act unless specifically stated otherwise or incorporated by reference in another filing.

SWK Holdings Corporation (SWKH) reported interim financials focused on two segments: specialty finance (Finance Receivables) and Pharmaceutical Development (MOD3). As of June 30, 2025, the company held $237.6 million of net finance receivables and $8.0 million in cash, up from $5.9 million at year-end 2024. During the period the company sold a royalty portfolio for approximately $34.0 million, recording a $3.7 million lower-of-cost-or-market loss. The Board declared a $4.00 per share special cash dividend payable May 8, 2025. The company maintains a revolving credit facility (initially $45.0 million, commitments increased to $60.0 million) and $30.0 million of 9.00% senior notes due 2027. Assets and liabilities of the MOD3 CDMO business are classified as held for sale pending Aptar’s option exercise, aligning the company toward the specialty finance strategy. Unfunded commitments totaled $7.5 million.