As
filed with the Securities and Exchange Commission on April 7, 2026
Registration
No. 333-265087
Registration
No. 333-236329
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-265087
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-236329
UNDER
THE SECURITIES
ACT OF 1933
SWK HOLDINGS
CORPORATION
(Exact name
of Registrant as Specified in Its Charter)
| Delaware |
|
77-0435679 |
(State
or other jurisdiction of
Incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| |
|
|
5956 Sherry
Lane, Suite 650
Dallas, TX 75225
(972) 687-7250
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
c/o RWAY
Growth Finance Corp
R. David Spreng
205 N. Michigan Ave., Suite 4200
Chicago, Illinois, 60601
(Name and
address of agent for service)
(312)
698-6902
(Telephone
number, including area code, of agent for service)
Copies
to:
Rajib Chanda, Esq.
Jonathan L. Corsico, Esq.
Steven Grigoriou, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington,
DC 20001
Telephone: (202) 636-5500
Fax: (202) 636-5502
Approximate date of
commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant
to the registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the
securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. o
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
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o |
|
Accelerated
filer |
|
o |
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|
| Non-accelerated
filer |
|
x |
|
Smaller
reporting Registrant |
|
x |
| |
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|
|
|
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|
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|
Emerging
growth Registrant |
|
o |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION
OF UNSOLD SECURITIES
These
Post-Effective Amendments (the “Post-Effective Amendments”) relate to the following Registration Statements of SWK
Holdings Corporation, a Delaware corporation (the “Registrant”) on Form S-3 (collectively, the “Registration
Statements”):
| · | Registration
Statement on Form S-3 (File No. 333- 265087) filed with the Securities and Exchange Commission
(the “SEC”) by the Registrant on May 19, 2022; and |
| · | Registration
Statement on Form S-3 (File No. 333-236329) filed with the SEC by the Registrant on February
7, 2020. |
The Registrant
is filing these Post-Effective Amendments to the Registration Statements to deregister all securities that remain unsold under
the Registration Statements.
On April
6, 2026, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2025 (the “Merger Agreement”), by
and among the Registrant, RWAY Growth Finance Corp. (“RWAY”), RWAY Portfolio Holding Corp., RWAY Portfolio Corp. and
Runway Growth Capital LLC, RWAY acquired the Registrant pursuant to a series of merger transactions (the “Merger”).
As a result of the Merger, the Registrant was merged out of existence with RWAY continuing as the surviving corporation.
As a result of the
consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all of the offerings of
the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the
Registrant to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the
termination of the offerings, the Registrant hereby amends the Registration Statements and removes from registration any and all of
the securities of the Registrant registered under the Registration Statements that remain unsold as of the date of these
Post-Effective Amendments, and hereby terminates the effectiveness of the Registration Statements.
The foregoing
description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to,
and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed with the SEC on October 10, 2025.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration
Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, on April 7, 2026.
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RUNWAY GROWTH FINANCE CORP., as successor by merger to SWK HOLDINGS CORPORATION |
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By: |
/s/ Thomas B. Raterman |
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Name: |
Thomas B. Raterman |
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Title: |
Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
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No other
person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
