SWK Holdings Corp 8-K

What Happened

• SWK Holdings Corp (SWKH) filed an 8-K reporting that the previously announced mergers closed, and upon the Effective Time (in connection with the Mergers on April 6, 2026) SWK became a wholly‑owned subsidiary of RWAY. As part of the closing, common stockholders received merger consideration based on prior elections (cash or stock), restricted stock awards vested immediately prior to the Effective Time and were cancelled in exchange for the Total Per Share Consideration, and officers and directors of the company were replaced by the officers and directors of Acquisition Sub.
• In related financing actions, SWK entered into a Second Supplemental Indenture on April 6, 2026 (with Wilmington Trust, N.A., as trustee) amending the Base Indenture for its 9.00% Senior Notes due 2027, and terminated its First Horizon Bank Credit Agreement (dated June 28, 2023), paying all outstanding obligations in full and releasing the related liens.

Key Details

• Change in control: SWK became a wholly‑owned subsidiary of RWAY as of the Effective Time (April 6, 2026); pre‑closing common stockholders’ rights ceased except for merger consideration or as provided by law.
• 2027 Notes: $30.0 million aggregate principal amount of 9.00% Senior Notes due 2027; Second Supplemental Indenture (dated April 6, 2026) added restrictive covenants and an additional event of default to comply with the Investment Company Act requirements tied to the acquisition.
• Credit facility: The Credit Agreement with First Horizon Bank (originally dated June 28, 2023) was terminated on April 6, 2026; all principal, interest and fees were paid in full and liens/guarantees were released.
• Merger consideration mechanics: Proposed Cash Consideration was $244,352,684.96 before a pro rata adjustment that converted 3,439,429 Electing Shares to Non‑Electing Shares so the cash paid equaled the Aggregate Cash Consideration on a whole‑share basis; restricted stock awards vested and were cancelled for the Total Per Share Consideration.

Why It Matters

• For investors, this 8-K confirms the completed change in control: SWK common shares no longer carry post‑closing ownership rights (other than receiving the merger consideration), and management and board control transferred to RWAY’s appointees.
• The payoff and termination of the First Horizon credit facility reduces SWK’s bank leverage, while the amendments to the 2027 Notes introduce new covenants and a default provision intended to align the notes with regulatory requirements following the acquisition.
• Shareholders should review the Merger Agreement terms (Exhibit 2.1) and the Second Supplemental Indenture (filed as Exhibit 4.3) for full details on consideration, rights, and the amended note terms.