Halper Sadeh Investigates SWK Holdings Corp. Acquisition by Runway Growth Finance Corp.

Halper Sadeh LLC is investigating whether the sale of SWK Holdings Corporation to Runway Growth Finance Corp. is fair to shareholders. The investigation concerns whether the board of directors breached their fiduciary duties by failing to obtain the best possible consideration for shareholders and disclose all material information necessary for a thorough evaluation of the merger. Shareholders may seek increased consideration, additional disclosures, or other relief.

Halper Sadeh LLC is currently examining the fairness of the proposed merger between SWK Holdings Corporation and Runway Growth Finance Corp. The investigation focuses on whether the board of directors of SWK Holdings has fulfilled their fiduciary duties by securing the best possible consideration for shareholders and disclosing all material information necessary for a thorough evaluation of the merger.

On October 9, 2025, SWK Holdings Corp. announced a definitive merger agreement with Runway Growth Finance Corp. SWK Holdings Corp Enters Merger Agreement with Runway Growth Finance Corp^[1]. Key highlights of the merger include an enhancement of the healthcare and life sciences focus, an expansion of Runway Growth's assets to $1.3 billion, and an expected improvement in financial profile through accretive net investment income. Runway Growth will issue $75.5 million in shares to SWK shareholders, broadening the shareholder base. The merger is expected to close by early 2026.

Runway Growth's acquisition of SWK Holdings is expected to accelerate its strategy to diversify and optimize its portfolio while adding significant scale. The transaction will expand Runway Growth's position and investment capabilities in the healthcare and life sciences sector, driving portfolio scale and diversification. The merger is anticipated to be accretive to net investment income, generating mid-single-digit NII accretion during the first full quarter following the transaction close Runway Growth Finance Corp. to Acquire SWK Holdings Corporation^[2].

Shareholders may seek increased consideration, additional disclosures, or other relief if they believe the board has not acted in their best interest. The merger agreement, which is a net asset value (NAV)-for-NAV merger with an estimated purchase price of approximately $220 million, includes a fixed stock component of $75.5 million in Runway Growth shares and approximately $145 million in cash. The cash payment will be based on SWK's final NAV, which will be struck 48 hours prior to closing Runway Growth Finance Corp. to Acquire SWK Holdings Corporation^[2].

The SWK Holdings board of directors, consisting of three independent members, has unanimously approved the transaction. Carlson Capital L.P. has signed a Voting Agreement supporting the transaction. The merger is expected to close in late 2025 or the first quarter of 2026, pending SWK shareholder and regulatory approvals and other customary closing conditions Runway Growth Finance Corp. to Acquire SWK Holdings Corporation^[2].

Halper Sadeh LLC's investigation will assess whether the board has adequately considered alternative options and whether the disclosed information is comprehensive enough for shareholders to make an informed decision. Shareholders may seek additional disclosures or relief if they believe the board has not acted in their best interest.