Scott Jensen

Michael Diana

- **SWK Holdings Corporation** entered into an **Agreement and Plan of Merger** with **Runway Growth Finance Corp.** and its subsidiaries on **October 9, 2025**.  **[1089907_0001552781-25-000317_e25356_ex2-1.htm:0]** 
- The merger is structured as a multi-step process, ultimately resulting in SWK Holdings Corp merging into Runway Growth Finance Corp.  **[1089907_0001552781-25-000317_e25356_ex2-1.htm:5]** 
- The **closing** of the First Merger is targeted for on or prior to **December 31, 2025**, contingent on conditions such as **Company Stockholder Approval** and NASDAQ listing approval for Parent Common Stock.  **[1089907_0001552781-25-000317_e25356_ex2-1.htm:5]** **[1089907_0001552781-25-000317_e25356_swkh-8k.htm:5]** 
- A **termination fee of $8,225,000** is payable by SWK Holdings Corp to Parent under certain conditions, including if the Company pursues a superior competing proposal.  **[1089907_0001552781-25-000317_e25356_swkh-8k.htm:5]** 
- As of **October 7, 2025**, SWK Holdings Corp had **12,147,391 shares of Common Stock issued and outstanding**.  **[1089907_0001552781-25-000317_e25356_ex2-1.htm:24]**

SWK Holdings Corp Enters Merger Agreement with Runway Growth Finance Corp.

- **Runway Growth Finance Corp. (RWAY) entered into a definitive merger agreement to acquire SWK Holdings Corporation (SWKH)**, announced on **October 9, 2025**.  **[1089907_0001552781-25-000315_e25355_ex99-1.htm:0]** **[1089907_0001552781-25-000315_e25355_swkh-8k.htm:1]** 
- The acquisition is valued at an estimated **$220 million**, comprising **$75.5 million in Runway Growth shares** and approximately **$145 million in cash**, with an additional **$9 million cash contribution** from Runway Growth Capital LLC.  **[1089907_0001552781-25-000315_e25355_ex99-1.htm:1]** 
- This transaction is expected to be **accretive to Runway Growth's net investment income** and will expand its total assets to **$1.3 billion pro forma**.  **[1089907_0001552781-25-000315_e25355_ex99-1.htm:0]** **[1089907_0001552781-25-000315_e25355_ex99-1.htm:1]** 
- The acquisition will significantly **increase Runway Growth's healthcare investments** from 14% to approximately **31% of its portfolio** as of June 30, 2025.  **[1089907_0001552781-25-000315_e25355_ex99-1.htm:0]** 
- The closing is anticipated in **late 2025 or the first quarter of 2026**, pending SWK shareholder and regulatory approvals.  **[1089907_0001552781-25-000315_e25355_ex99-1.htm:1]**

SWK Holdings Corporation to be Acquired by Runway Growth Finance Corp.

- SWK Holdings Corporation announced the **full repayment of its loan to Elutia, Inc.** on **October 1, 2025**.  **[1089907_0001628280-25-043460_swkh-20251001.htm:1]** 
- The company received a **$27.8 million payoff payment** from Elutia, which included outstanding principal, exit fees, and accrued interest.  **[1089907_0001628280-25-043460_swkh-20251001.htm:1]** 
- This payoff amount **exceeds the loan's net GAAP carrying value of $23.9 million** as of June 30, 2025.  **[1089907_0001628280-25-043460_swkh-20251001.htm:1]** 
- SWK Holdings expects to recognize approximately **$1.4 million of incremental income** from accelerated exit fee recognition and an additional **$1.4 million from the release of loan loss reserves**.  **[1089907_0001628280-25-043460_swkh-20251001.htm:1]**

SWK Holdings (SWKH)