Runway Growth Finance Corp 10-K/A, filed Mar 27, 2025
Runway Growth Finance Corp. (RWAY)
About this 10-K/A
Runway Growth Finance Corp filed this 10-K/A on March 27, 2025, covering the fiscal year ended December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
FOR THE FISCAL YEAR ENDED
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer Identification No.) |
|
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ¨ | Accelerated filer ¨ |
| Smaller reporting company | |
| Emerging growth company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
The aggregate market value of the Registrant's
common stock held by non-affiliates of the Registrant as of the last day of the Registrant's most recently completed second fiscal quarter
was approximately $
There were shares of the Registrant’s common stock outstanding as of March 18, 2025.
| Auditor Firm ID: |
Auditor Name: |
Auditor Location: |
Documents Incorporated by Reference: Portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
Runway Growth Finance Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 20, 2025 (the “Original Filing”).
This Amendment is being filed for the purpose of correcting the Report of RSM US LLP included in the Original Filing (the “Report”) to correct the administrative error related to the date the Report was issued. The changes made to the Report do not in any way change the conclusions expressed in the Report included in the Form 10-K.
Additionally, the Company is filing herewith a consent of Deloitte & Touche LLP to incorporate by reference into the Registration Statement on Form N-2 (File No. 333-284781) of its report dated March 20, 2025, relating to the consolidated financial statements of the Company, and the related notes, appearing in the Form 10-K.
The cover page attached hereto has been updated to reflect the Amendment and to state the Company’s intent to incorporate by reference portions of the Company’s proxy statement for its 2025 annual meeting of stockholders into Part III of its Form 10-K.
As required by Rule 12b-15 under Securities Exchange Act of 1934, as amended, the Amendment includes certifications from the Company’s principal executive officer and principal financial officer dated as of the filing of this Amendment. As this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including new certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
The Amendment does not affect any other items in the Original Filing, including the Company’s financial statements and the notes to the financial statements. Except as otherwise indicated, the Amendment speaks as of the date of the Original Filing and reflects only the changes discussed above. Accordingly, this Amendment should be read in conjunction with the Original Filing.
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PART II
Item 8. Consolidated Financial Statements and Supplementary Data.
Index to Audited Consolidated Financial Statements
The following document is being filed as part of this Amendment:
| Report of Independent Registered Public Accounting Firm (RSM US LLP; Chicago, Illinois, PCAOB ID No. 49) |
The following documents were included in the Original Filing:
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Runway Growth Finance Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Runway Growth Finance Corp. and its subsidiary (the Company), including the consolidated schedule of investments, as of December 31, 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations, changes in net assets and cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023, by correspondence with the custodians and other appropriate procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We served as the Company's auditor from 2015 to January 23, 2025.
Chicago, Illinois
March 7, 2024
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed or incorporated by reference as part of the Company’s Annual Report on Form 10-K:
(a) Consolidated Financial Statements
(1) Consolidated Financial Statements:
* Filed herewith.
** Filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 20, 2025.
Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
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* Filed herewith.
(1) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2016.
(2) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2017.
(3) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2017.
(4) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021.
(5) Previously filed as an exhibit to the Company’s Registration Statement on Form 10 (File No. 000-55544) filed with the SEC on February 12, 2016.
(6) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.
(7) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2018.
(8) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 06, 2019.
(9) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2020.
(10) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2020.
(11) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2020.
(12) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021.
(13) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2021.
(14) Previously filed as an exhibit to the Company’s Registration Statement on Form N-2 (File No. 333-259824) filed with the SEC on September 27, 2021.
(15) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2021.
(16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2021.
(17) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022.
(18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022.
(19) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2022.
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(20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2022.
(21) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2023.
(22) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2023.
(23) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023.
(24) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023.
(25) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2025.
(26) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2025.
(27) Previously filed as an exhibit to the Company’s Registration Statement on Form N-2 filed with the SEC on February 7, 2025.
(28) Previously filed as an exhibit to the Company’s Registration Statement on Form N-2/A filed with the SEC on March 19, 2025.
(29) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2025.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RUNWAY GROWTH FINANCE CORP.
| Date: March 27, 2025 | ||
| By: | ||
| /s/ R. David Spreng | ||
| R. David Spreng | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: March 27, 2025 | By: |
| /s/ R. David Spreng | |
| R. David Spreng | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: March 27, 2025 | By: |
| /s/ Thomas B. Raterman | |
| Thomas B. Raterman | |
| Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary | |
| (Principal Financial and Accounting Officer) | |
| Date: March 27, 2025 | By: |
| /s/ Ted Goldthorpe | |
| Ted Goldthorpe | |
| Chairman of the Board of Directors | |
| Date: March 27, 2025 | By: |
| /s/ Gary Kovacs | |
| Gary Kovacs | |
| Director | |
| Date: March 27, 2025 | By: |
| /s/ Catherine Frey | |
| Catherine Frey | |
| Director | |
| Date: March 27, 2025 | By: |
| /s/ Julie Persily | |
| Julie Persily | |
| Director | |
| Date: March 27, 2025 | By: |
| /s/ Jennifer Kwon Chou | |
| Jennifer Kwon Chou | |
| Director |
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| Date: March 27, 2025 | By: |
| /s/ Robert Warshauer | |
| Robert Warshauer | |
| Director | |
| Date: March 27, 2025 | By: |
| /s/ Alexander Duka | |
| Alexander Duka | |
| Director |
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of Runway Growth Finance Corp. (the “Company”) on Form N-2 (File No. 333-284781) of our report dated March 20, 2025, relating to the consolidated financial statements of the Company appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ Deloitte & Touche LLP
New York, New York
March 27, 2025
Exhibit 31.1
Certification of Chief Executive Officer
pursuant to Rule 13a-14 under the Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, R. David Spreng, as Chief Executive Officer, certify that:
| 1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Runway Growth Finance Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: March 27, 2025
| /s/ R. David Spreng | |
|
R. David Spreng Chief Executive Officer (Principal Executive Officer) Runway Growth Finance Corp. |
Exhibit 31.2
Certification of Chief Financial Officer
pursuant to Rule 13a-14 under the Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Thomas B. Raterman, as Chief Financial Officer, certify that:
| 1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Runway Growth Finance Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: March 27, 2025
| /s/ Thomas B. Raterman | |
|
Thomas B. Raterman Chief Financial Officer (Principal Financial Officer) Runway Growth Finance Corp. |