Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 11, 2024

RUNWAY GROWTH FINANCE CORP.

(Exact name of registrant as specified in its charter)

Maryland		000-55544		47-5049745
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

205 N. Michigan Ave., Suite 4200

Chicago, Illinois 60601

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (312) 281-6270

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RWAY	Nasdaq Global Select Market LLC
7.50% Notes due 2027	RWAYL	Nasdaq Global Select Market LLC
8.00% Notes due 2027	RWAYZ	Nasdaq Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x

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. ¨

Item 8.01. Other Events.

On July 11, 2024, Runway Growth Finance Corp. (the “Company”) issued a press release announcing its portfolio activity for the quarter ended June 30, 2024. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under this Item 8.01, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information set forth under this Item 8.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description

99.1		Press Release, dated July 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 11, 2024	RUNWAY GROWTH FINANCE CORP.

	By:	/s/ Thomas B. Raterman
		Thomas B. Raterman Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

Runway Growth Finance Corp.

Provides Second Quarter 2024 Portfolio Update

Completed Two Investments in New Portfolio Companies Representing $75.5 Million in Funded Loans

MENLO PARK, Calif., July 11, 2024—Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today provided an operational and portfolio update for the second quarter ended June 30, 2024.

“Runway Growth delivered portfolio expansion in the second quarter while maintaining our disciplined approach to underwriting and credit quality,” said David Spreng, Founder and CEO of Runway Growth. “As we evaluate the current late- and growth-stage market, we are confident that more high-quality companies are seeking non-dilutive capital to advance their strategic roadmaps. Our borrowers continue to generate strong performance in the existing operating environment, and we look forward to partnering with additional companies. We have a strong, actionable pipeline of attractive investments and believe we are well-positioned to execute on the right transactions in the second half of 2024.”

Originations

In the second quarter of 2024, Runway Growth funded two investments in new portfolio companies. These include:

Completion of a $58.4 million investment to a new portfolio company in the marketing technology industry that is an enterprise SaaS platform focused on customer engagement for mobile apps, funding $58.4 million at transaction close; and

Completion of a new $56.1 million senior secured term loan commitment to Onward Medical N.V. (Euronext: ONWD) (“Onward”), funding $17.1 million at close. Onward is a medical technology company creating innovative spinal cord stimulation therapies to restore movement, function, and independence in people with spinal cord injuries.

Liquidity Events

During the second quarter ended June 30, 2024, Runway Growth experienced one prepayment totaling $25.3 million and scheduled principal amortization of $1.3 million. The prepayment included:

Full principal repayment of the Company’s senior secured term loan to Turning Tech Intermediate, Inc. (DBA Echo 360, Inc.) of $25.3 million.

Portfolio Construction and Management

Runway Growth is a credit-first organization, carefully structured to focus on what it believes to be the highest quality, late-stage companies in the venture debt market. The Company continues to uphold heightened investment standards throughout higher for longer interest rates with disciplined underwriting and diligent monitoring of its portfolio. Runway Growth is positioned as a preferred lender in the venture debt space, supporting and working closely with companies to help them reach their full growth potential. Since inception, the Company has focused on the fastest growing sectors of the economy, including life sciences, technology and select consumer services and products industries. Runway Growth’s low leverage ratio and ample dry powder enable it to deploy capital across its core sectors in a manner that is fully accretive.

As of June 30, 2024, the Runway Growth portfolio included 47 debt investments to 31 portfolio companies and 83 equity investments in 52 portfolio companies, including 28 portfolio companies where Runway Growth holds both a debt and equity investment. Investments were comprised of late and growth-stage businesses in the technology, life sciences and consumer services and products industries. Runway Growth’s normal business operations include frequent communication with portfolio companies.

About Runway Growth Finance Corp.

Runway Growth is a growing specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940. Runway Growth is externally managed by Runway Growth Capital LLC, an established registered investment advisor formed in 2015 and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.

Forward-Looking Statements

Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

IR Contacts:

Stefan Norbom, Prosek Partners, snorbom@prosek.com

Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com

Cover	Jul. 11, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 11, 2024
Entity File Number	000-55544
Entity Registrant Name	RUNWAY GROWTH FINANCE CORP.
Entity Central Index Key	0001653384
Entity Tax Identification Number	47-5049745
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	205 N. Michigan Ave.
Entity Address, Address Line Two	Suite 4200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	281-6270
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 01 Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RWAY
Security Exchange Name	NASDAQ
Sec 7. 50 Notes Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Notes due 2027
Trading Symbol	RWAYL
Security Exchange Name	NASDAQ
Notes 8. 00 Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.00% Notes due 2027
Trading Symbol	RWAYZ
Security Exchange Name	NASDAQ