What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2021-03-12 compared with 2020-03-20 · 643 added, 657 removed, 932 unchanged (58% of the section changed)

8 unchanged sentences

Notes to Financial Statements

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

16 unchanged sentences

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, 2020, by correspondence with the custodians and portfolio companies 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.

Our procedures included confirmation of investments owned as of December 31, 2019, by correspondence with the custodians and portfolio companies.

We believe that our audits provide a reasonable basis for our opinion.

3 unchanged sentences

March 11, 2021

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

1 unchanged sentence

Investments at fair value:

Non-control/non-affiliate investments at fair value (cost of $377,018,900

and $223,851,892, respectively)

Non-control/non-affiliate investments at fair value (cost of $532,676,057 and $377,018,900, respectively)

Control/affiliate investments at fair value (cost of $13,911,494 and $0, respectively)

Investment in U.S.

2 unchanged sentences

Cash and cash equivalents

Deferred offering costs

Accrued interest receivable

4 unchanged sentences

Total debt, less unamortized deferred financing costs

Payable for securities purchased

Deferred revenue

Reverse repurchase agreement

7 unchanged sentences

100,000,000 shares authorized;

25,811,214 and 11,056,595 shares issued and outstanding,

31,414,051 and 25,811,214 shares issued and outstanding, respectively

Additional paid-in capital

3 unchanged sentences

See notes to financial statements.

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

6 unchanged sentences

Treasury Bills

Other income from non-investment sources

Dividend income

Other income from non-investment sources

Total investment income

13 unchanged sentences

Total operating expenses

Net investment income (loss)

Net investment income

Realized and unrealized gain (loss) on investments

Realized gain on non-control/non-affiliate investments, including U.S.

Realized gain (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills

1 unchanged sentence

Treasury Bills

Net change in unrealized appreciation on control/affiliate investments

Net realized and unrealized gain (loss) on investments

Net increase (decrease) in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations per common share

Net investment income (loss) per common share

Net increase in net assets resulting from operations

Net increase in net assets resulting from operations per common share

Net investment income per common share

Weighted-average shares outstanding

See notes to financial statements.

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

Statements of Changes in Net Assets

Net increase (decrease) in net assets from operations

Net investment income (loss)

Realized gain (loss) on investments and U.S.

Net increase in net assets from operations

Net investment income

Realized gain (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net change in unrealized appreciation (depreciation) on investments and U.S.

Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net increase (decrease) in net assets resulting from operations

Distributions to shareholders from:

Dividends paid to shareholders

(40,651,334 )

Total distributions to shareholders

(40,651,334 )

Net change in unrealized appreciation on control/affiliate investments

Net increase in net assets resulting from operations

Distributions to stockholders from:

Dividends paid to stockholders

Total distributions to stockholders

Capital share transactions

Issuance of common stock

Issuance of common stock under dividend reinvestment

Issuance of shares of common stock

Issuance of shares of common stock under dividend reinvestment plan

Offering costs

1 unchanged sentence

Total increase in net assets

Net assets at beginning of year

Net assets at end of year

Net assets at beginning of period

Net assets at end of period

Capital share activity

Shares issued

Shares outstanding at beginning of year

Shares outstanding at end of year

Shares outstanding at beginning of period

Shares outstanding at end of period

See notes to financial statements.

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

1 unchanged sentence

Cash flows from operating activities

Net increase (decrease) in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:

Purchase of investments

Net increase in net assets resulting from operations

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

Purchases of investments

(272,532,493)

1 unchanged sentence

(168,111,471)

Purchase of U.S.

Purchases of U.S.

Treasury Bills

3 unchanged sentences

Payment in-kind interest

Sale or maturity of investments

Sale or maturity of U.S.

Sales or repayments of investments

Sales or maturities of U.S.

Treasury Bills

Realized gain on non-control/non-affiliate investments, including U.S.

Proceeds from U.S.

Treasury Bills sold short

Realized (gain) loss on investments, including U.S.

Treasury Bills

Net change in unrealized (appreciation) depreciation on non-control/non-affiliate investments, including U.S.

Tresury Bills

Amortization of fixed income premiums or discounts

(13,021,775 )

Net change in unrealized (appreciation) depreciation on investments, including U.S.

Treasury Bills

Amortization of fixed income premiums or accretion of discounts

Amortization of deferred credit facility fees

4 unchanged sentences

Payable for securities purchased

(18,915,011 )

Deferred revenue

4 unchanged sentences

Accrued expenses and other liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

(106,090,579)

11 unchanged sentences

(253,693,279)

Dividends paid to shareholders

(294,351,749)

Dividends paid to stockholders

Offering costs

Net cash received from common stock issued

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental and non-cash financing information

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental and non-cash financing cash flow information:

Interest paid

Non-cash portfolio purchases

Non-cash dividend reinvestments

See notes to financial statements.

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

4 unchanged sentences

Fair Value (2),(9)

Non-control/non-affiliate investments

Control/affiliate investments (15)

Senior Secured Term Loans (14)

Aginity, Inc.

Application Software

LIBOR+10.5% PIK,

11.50% floor, 5% ETP, due

2/15/2020 (4),(8) ,(12)

LIBOR+10.5% PIK,

11.50% floor, Extension line,

due 2/15/2020 (4),(8) ,(12)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 9/30/2020 (4)

Total Senior Secured Term Loans

Preferred Stocks

Application Software

Series A-1 Preferred Stock (8)

Application Software

Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030

Total Warrants

Total Control/affiliate investments

Non-control/non-affiliate investments

Corporate Bond

TriplePoint Venture Growth BDC Corp.

Specialty Finance

Bonds, 5.75% Interest rate, due 7/15/2022 (3)

Senior Secured Term Loans (14)

Aria Systems, Inc.

1 unchanged sentence

LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021

Brilliant Earth, LLC

1 unchanged sentence

LIBOR+8.25%, 9.25% floor, 4.50% ETP, due 10/15/2023

CareCloud Corporation

Healthcare Technology

Prime+7.0%, 11.75% floor, 3.5% ETP,

due 6/15/2022

LIBOR+8.25%, 9.25% floor, 0.75% ETP, due 10/15/2023

Circadence Corporation

Application Software

LIBOR+9.50%, 12.0% floor, 6% ETP,

due 12/15/2022

Cloud Passage, Inc.

LIBOR+9.50%, 12.00% floor, 7.50% ETP, due 12/15/2022

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(6),(11)

Fair Value (2),(9)

Non-control/non-affiliate investments (continued)

Senior Secured Term Loans (14) (continued)

CloudPassage, Inc.

Data Processing & Outsourced Services

LIBOR+7.50%, 1.00% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4)

Dejero Labs Inc.

Data Processing & Outsourced Services

CloudPay Solutions Ltd.

Human Resource & Employment Services

LIBOR+9.50%, 1.25% PIK, 11.25% floor, 3.00% ETP, due 12/15/2023 (3),(4),(12)

Credit Sesame, Inc.

Specialized Consumer Services

LIBOR+8.35%, 10.25% floor, 2.50% ETP, due 12/15/2023

LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4)

Dtex Systems, Inc.

Application Software

LIBOR+10.65% PIK, 13% floor, 4.875% ETP, due 11/15/2021

Holdings, Inc.

Education Services

LIBOR+9.15%, 11.50% floor, 5.13% ETP, due 11/15/2021

Echo 360 Holdings, Inc.

Education Services

LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023

eSilicon Corporation

Semiconductors

LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023

FiscalNote, Inc.

Application Software

LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023

Gynesonics, Inc.

Health Care Technology

LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025

Prime+2.75%, Revolving

line, due 6/15/2020

Internet Software and Services

1 unchanged sentence

LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023

Solutions, Inc.

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

10.75% Floor, 3% ETP, due 6/15/2023

LIBOR+8.75%, 10.75% floor, 3.00% ETP, due 6/15/2023

Massdrop, Inc.

1 unchanged sentence

LIBOR+8.25%, 10.65% floor, 4.00% ETP, due 1/15/2023

Care Solutions,

Healthcare Technology

LIBOR+9.5%, 11.75% floor, 4% ETP,

due 8/15/2022 (12)

Mingle Healthcare Solutions, Inc.

Health Care Technology

LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022

(dba NationBuilder)

Application Software

LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023

Technology Hardware, Storage & Peripherals

LIBOR+8.50%, 10.75% floor, 5% ETP, due 11/15/2021

Data Processing & Outsourced Services

LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)

LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4)

Porch Group, Inc.

Application Software

LIBOR+8.50%, 2.00% PIK, 9.05% floor, 3.50% ETP, due 7/22/2024 (4)

See notes to financial statements.

7 unchanged sentences

Senior Secured Term Loans (14) (continued)

Application Software

LIBOR+12% PIK, 11.00%

floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK,

11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK,

11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK,

11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK,

11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK,

11.00% floor, due 1/31/2020

3DNA Corp.(dba

NationBuilder)

Application Software

11.50% floor, 5% ETP, due 4/28/2022

Technology Hardware,

Storage & Peripherals

LIBOR+8.50%, 10.75% floor,

3.50% ETP, due 5/15/2021

ShareThis, Inc.

Data Processing & Outsourced Services

LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022

RealWear, Inc.

Technology Hardware,

Storage & Peripherals

LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022

Scale Computing,

System Software

LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022

ShareThis, Inc.

Data Processing & Outsourced Services

LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 12/31/2022

The Kairn Corporation

Application Software

LIBOR+9.50% PIK, 10.81% floor, due 12/15/2022 (4)

Fixed 6.50% PIK, due 3/9/2027 (4)

VERO Biotech LLC

Health Care Technology

LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024

LIBOR+9.25%, 11.60%

floor, 5% ETP, due 6/15/2022

Total Senior Secured Term Loans

Preferred Stock (8)

Preferred Stocks

Aria Systems, Inc.

1 unchanged sentence

Series G Preferred Stock (8)

Aginity, Inc.

Health Care Technology

11% Series A Cumulative Redeemable Perpetual Preferred Stock (16),(17)

Total Preferred Stocks

Common Stocks (8)

Porch Group, Inc.

Application Software

Warrant for Series A Preferred Stock,

exercise price $1.949/share, expires

5/25/2028 (12)

Warrant for Series A-1 Preferred Stock, exercise price $0.01/share, expires 2/25/2029

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2019

Portfolio Companies

Investment Description (1),(5),(6),(11)

Fair Value (2)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Common Stock (16)

Technology Hardware, Storage & Peripherals

Total Common Stocks

AllClear ID, Inc.

Specialized Consumer Services

Warrant for Common Stock, exercise

price $0.01/share, expires 9/1/2027

Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027

Aria Systems, Inc.

Application Software

Warrant for Series G Preferred Stock,

exercise price $0.8638/share, expires

Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028

Aspen Group Inc.

Education Services

Warrant for Common Stock, exercise

price $6.87/share, expires 7/25/2022

Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022

Brilliant Earth, LLC

1 unchanged sentence

Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029

CareCloud Corporation

Healthcare Technology

Warrant for Series A-1 Preferred Stock, exercise price $0.8287/share, expires 6/16/2025

Warrant for Class P Units, exercise price $10.00/share, expires 12/17/2030

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(6),(11)

Fair Value (2),(9)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Circadence Corporation

2 unchanged sentences

Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 10/31/2029

Cloud Passage, Inc.

CloudPassage, Inc.

Data Processing & Outsourced Services

Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029

CloudPay Solutions Ltd.

Human Resource & Employment Services

Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3),(12)

Credit Sesame, Inc.

Specialized Consumer Services

Warrant for Common Stock, exercise price $0.01/share, expires 1/7/2030

Dejero Labs Inc.

Data Processing & Outsourced Services

Warrant for Common Stock, exercise

price $0.01/share, expires

5/31/2029 (3),(7)

System Software

Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(7)

Dtex Systems, Inc.

Application Software

Warrant for Series C-Prime Preferred

Stock, exercise price $0.6000/share,

expires 6/1/2025

Warrant for Series C-Prime Preferred

Stock, exercise price $0.6000/share,

expires 7/11/2026

Holdings, Inc.

Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025

Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026

Echo 360 Holdings, Inc.

Education Services

Warrant for Series E Preferred Stock,

exercise price $1.5963/share, expires

eSilicon Corporation

Semiconductors

Warrant for Series H Preferred Stock,

exercise price $1.01/share, expires

Warrant for Series H Preferred Stock,

exercise price $1.01/share, expires

Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029

FiscalNote, Inc.

Application Software

Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030

Gynesonics, Inc.

Health Care Technology

Success fee, expires 12/1/2027 (13)

Internet Software and Services

Warrant for Common Stock, exercise

price $9.29/share, expires 7/26/2029

Solutions, Inc.

Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

Warrant for Common Stock, exercise

price $1.49/share, expires 12/12/2029

Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029

Massdrop, Inc.

Computer & Electronics Retail

Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

Mingle Healthcare Solutions, Inc.

Health Care Technology

Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028

Health Care Technology

Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022

Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023

(dba NationBuilder)

Application Software

Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028

Technology Hardware, Storage & Peripherals

Warrant for Series B Preferred Stock, exercise price $0.3323/share, expires 11/27/2028

Data Processing & Outsourced Services

Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029

See notes to financial statements.

7 unchanged sentences

Warrants (8) (continued)

Massdrop Inc.

Computer & Electronics Retail

Warrant for B Series Preferred Stock,

exercise price $1.1938/share, expires

Care Solutions,

Healthcare Technology

Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028

Application Software

Warrant for Common Stock exercise

price $10.64/share, expires 5/16/2027

Warrant for Series 1 Preferred Stock,

exercise price $0.28/share, expires

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 5/30/2029

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 12/17/2029

3DNA Corp.(dba

NationBuilder)

Porch Group, Inc.

Application Software

Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028

Technology Hardware,

Storage & Peripherals

Warrant for Series A Preferred Stock,

exercise price $11.3158/share, expires

Data Processing & Outsourced Services

Warrant for Series D Preferred Stock,

exercise price $0.59/share, expires

Earnout, expires 12/23/2023 (13)

RealWear, Inc.

Technology Hardware,

Storage & Peripherals

Warrant for Series A Preferred Stock,

exercise price $4.4464/share, expires

Warrant for Series A Preferred Stock,

exercise price $4.4464/share, expires

Warrant Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029

Scale Computing,

Technology Hardware, Storage & Peripherals

Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028

Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028

Warrant for Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029

Scale Computing, Inc.

System Software

Warrant for Series F-1 Preferred Stock, exercise price $0.8031/share, expires 3/29/2029

Warrant for Common Stock, exercise price $0.8031/share, expires 3/29/2029

SendtoNews Video, Inc.

3 unchanged sentences

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2019

Portfolio Companies

Investment Description (1),(5),(6),(11)

Fair Value (2)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Technology Hardware,

Storage & Peripherals

Warrant for Series E Preferred Stock,

exercise price $0.90/share, expires

Warrant for Series E Preferred Stock,

exercise price $0.90/share, expires

The Kairn Corporation

Application Software

Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030

VERO Biotech LLC

Health Care Technology

Success fee, expires 12/29/2025 (13)

Total Warrants

1 unchanged sentence

Treasury Bill, 0.40%, due 01/12/2021 (10)

Treasury Bill, 0.97%, due 1/2/2020

Total U.S.Treasury

Total Investments

7 unchanged sentences

Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).

Represents a PIK security.

PIK interest will be accrued and paid at maturity.

All investments are valued using unobservable inputs, except the U.S.

All investments are valued using unobservable inputs, except Corporate Bonds and U.S.

Treasury Bills, which are valued using observable inputs.

4 unchanged sentences

See Note 3 for additional detail.

Treasury bills with $75,000,000 in aggregate of par value were purchased pursuant to a 5.00% reverse repurchase agreement with Goldman Sachs, dated December 27, 2019, due January 3, 2020, with a repurchase price of $75,000,000 and collateralized by a 1.45% U.S.

Treasury Bill due January 7, 2020 with a par value of $75,000,000 and fair value of $74,966,771.

See notes to financial statements.

2 unchanged sentences

December 31, 2020

Treasury bills with $70,000,000 in aggregate of par value were purchased pursuant to a 0.40% reverse repurchase agreement with Goldman Sachs, dated December 30, 2020 and due to the Company on January 12, 2021, with a repurchase price to the Company of $69,650,000, collateralized by a 0.40% U.S.

Treasury Bill due January 12, 2021 with an aggregate par value of $70,000,000 and fair value of $70,002,060

Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.

In the occurrence of a sale by the borrower, Aginity, Inc.

will satisfy the repayment of the Extension line first from the proceeds available to the Company.

Investment is domiciled in the United Kingdom.

Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.

The Credit Agreement (as defined in Note 10) is secured by a perfected first priority security interest in each of the Company’s senior secured term loan investments, except for the Mojix, Inc.

Pivot3, Inc., and The Kairn Corporation senior secured term loans.

Control investment as defined under the 1940 Act in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board.

Investment is publicly traded and listed on NASDAQ.

260,000 shares of MTBC, Inc.

preferred stock with a fair value of $1,429,600 have restrictions on the sale of the shares due to escrow claims, and such fair value is considered a Level 2 fair value measurement under the fair value hierarchy.

The following tables show the fair value of our portfolio of investments (excluding any U.S.

1 unchanged sentence

December 31, 2020

Geographic Region

Investments at

Percentage of

Geographic Region

Western United States

Northeastern United States

Northwestern United States

United Kingdom

Southeastern United States

South Central United States

Midwestern United States

Northeastern United States

December 31, 2020

2 unchanged sentences

Application Software

Data Processing & Outsourced Services

Technology Hardware, Storage & Peripherals

Internet Retail

Semiconductors

Healthcare Technology

Internet Retail

Internet Software & Services

Data Processing & Outsourced Services

Specialized Consumer Services

Human Resource & Employment Services

Education Services

Computer & Electronics Retail

Technology Hardware, Storage & Peripherals

Specialty Finance

System Software

Specialized Consumer Services

See notes to financial statements.

9 unchanged sentences

Application Software

LIBOR+9.5%, 11.5% floor,

5% ETP, due 5/25/2022

AllClear ID, Inc.

Specialized Consumer

LIBOR+10.75%,

12.25% floor, 5% ETP, due

10.00% floor, 5% ETP, due

LIBOR+10.5% PIK, 11.50% floor, 5% ETP, due 2/15/2020 (4),(8),(12)

LIBOR+10.5% PIK, 11.50% floor, Extension line, due 2/15/2020 (4),(8),(12)

Aria Systems, Inc.

Application Software

LIBOR+9.0%, 11.35% floor,

4% ETP, due 12/15/2021

LIBOR+9.0%, 11.35% floor, 4.5% ETP, due 12/15/2021

Brilliant Earth, LLC

Internet Retail

LIBOR+8.25%, 10.40% floor, 4.5% ETP, due 4/15/2023

CareCloud Corporation

Healthcare Technology

Prime+7.0%, 11.75% floor,

3.5% ETP, due 6/15/2022

Prime+7.0%, 11.75% floor, 3.5% ETP, due 6/15/2022

Circadence Corporation

Application Software

LIBOR+9.50%, 12.0% floor,

5% ETP, due 6/20/2022

Drawbridge, Inc.

LIBOR+9.50%, 12.0% floor, 6% ETP, due 12/15/2022

CloudPassage, Inc.

Data Processing & Outsourced Services

LIBOR+9.0%, 11.25% floor,

4% ETP, due 10/22/2022

LIBOR+7.50%, 1% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4)

Dejero Labs Inc.

Data Processing & Outsourced Services

LIBOR+9.25%, 11.75% floor, 4.5% ETP, due 5/31/2023 (3),(7)

Dtex Systems, Inc.

Application Software

LIBOR+9.15%, 11.5% floor,

11.5% cash cap, 4% ETP, due

LIBOR+10.65% PIK, 13% floor, 4.875% ETP, due 11/15/2021

Echo 360 Holdings, Inc.

Education Services

LIBOR+9.25%, 12.05% floor, 4.0% ETP, due 5/3/2023

eSilicon Corporation

Semiconductors

11.5% floor, 5% ETP, due

LIBOR+10.50%, 13% floor, 5% ETP, due 7/15/2020

LIBOR+10.50%, 13% floor, 5% ETP, due 1/15/2021

LIBOR+10.50%, 13% floor, 5% ETP, due 6/15/2020

Prime+2.75%, Revolving line, due 6/15/2020

Internet Software and Services

LIBOR+8.0%, 10.5% floor, 2.5% ETP, due 7/15/2023

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

10.75% Floor, 3% ETP, due 6/15/2023

Application Software

LIBOR+10.0%, 12.25% floor,

5% ETP, due 6/7/2022

Care Solutions,

Healthcare Technology

LIBOR+9.5%, 11.75% floor,

4% ETP, due 8/15/2022

Mobius Imaging,

Massdrop Inc.

Computer & Electronics Retail

LIBOR+8.25%, 10.65% floor, 4% ETP, due 1/15/2023

MingleHealth Care Solutions, Inc.

Healthcare Technology

LIBOR+9.25%, 11% floor,

4% ETP, due 10/15/2022

Application Software

11% floor, 12.0% cash cap,

5% ETP, due 5/15/2021 (4),(9)

11% floor, 12.0% cash cap,

5% ETP, due 5/15/2021 (4),(9)

11% floor, 12.0% cash cap,

5% ETP, due 5/15/2021 (4),(9)

11% floor, 12.0% cash cap,

5% ETP, due 5/15/2021 (4),(9)

3DNA Corp.(dba

NationBuilder)

Application Software

LIBOR+9%, 11.5% floor,

5% ETP, due 4/28/2022

Technology Hardware,

Storage & Peripherals

LIBOR+8.5%, 10.75% floor,

3.5% ETP, due 05/15/2021 (14)

LIBOR+9.5%, 11.75% floor, 4% ETP, due 8/15/2022 (12)

See notes to financial statements.

7 unchanged sentences

Senior Secured Term Loans (continued)

RealWear, Inc.

Technology Hardware,

Storage & Peripherals

LIBOR+9.5%, 10.85%

floor, 5% ETP, due 10/5/2021

10.85% floor, 5% ETP, due

RedSeal, Inc.

Application Software

LIBOR+9.5%, 11% floor,

5.25% ETP, due 12/15/2020

LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK, 11.00% floor, due 1/31/2020

3DNA Corp.(dba NationBuilder)

Application Software

LIBOR+9.00%, 11.50% floor, 5% ETP, due 4/28/2022

Technology Hardware, Storage & Peripherals

LIBOR+8.50%, 10.75% floor, 3.50% ETP, due 5/15/2021

Data Processing & Outsourced Services

LIBOR+8.50%, 11.00% floor, 4% ETP, due 11/15/2022

RealWear, Inc.

Technology Hardware, Storage & Peripherals

LIBOR+8%, 10.35% floor, 5% ETP, due 6/28/2023

Scale Computing, Inc.

System Software

LIBOR+9.25%, 11.75% floor, 4.5% ETP, due 9/15/2022

ShareThis, Inc.

Data Processing & Outsourced Services

LIBOR+9.25%, 11.65% floor,

4% ETP due 5/15/2022

Technology Hardware,

Storage & Peripherals

LIBOR+10.5%, 12% floor,

5% ETP, due 12/29/2020

LIBOR+9.25%, 11.60% floor, 5% ETP, due 6/15/2022

Total Senior Secured Term Loans

5 unchanged sentences

Application Software

Warrant for Series C-Prime

Preferred Stock, exercise price

$1.949/share, expires 5/25/2028

Warrant for Series A Preferred Stock, exercise price $1.949/share, expires 5/25/2028 (12)

Warrant for Series A-1 Preferred Stock, exercise price $0.01/share, expires 2/25/2029

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2019

Portfolio Companies

Investment Description (1),(5),(6),(11)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

AllClear ID, Inc.

Specialized Consumer

Warrant for Common Stock,

exercise price $0.01/share,

expires 9/1/2027

Specialized Consumer Services

Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027

Aria Systems, Inc.

Application Software

Warrant for Series G Preferred

Stock, exercise price $0.8638/

share, expires 6/29/2028

Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028

Aspen Group Inc.

Education Services

Warrant for Common Stock,

exercise price $6.87/share,

expires 7/25/2022

Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022

Brilliant Earth, LLC

Internet Retail

Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029

CareCloud Corporation

Healthcare Technology

Warrant for Series C Preferred

Stock, exercise price $1.2035/

share, expires 6/19/2025

Circadence Corp.

Warrant for Series A-1 Preferred Stock, exercise price $0.8287/share, expires 6/16/2025

Circadence Corporation

Application Software

Warrant for Series A-5 Preferred

Stock, exercise price $1.08/share,

expires 12/20/2028

Drawbridge, Inc.

Warrant for Series A-5 Preferred Stock, exercise price $1.08/share, expires 12/20/2028

Warrant for Series A-5 Preferred Stock, exercise price $1.08/share, expires 10/31/2029

CloudPassage, Inc.

Data Processing & Outsourced Services

Warrant for Series C Preferred

Stock, exercise price $2.2595/

share, expires 10/22/2028

Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029

Dejero Labs Inc.

Data Processing & Outsourced Services

Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(7)

Dtex Systems, Inc.

Application Software

Warrant for Series C Preferred

Stock, exercise price $0.600/

share, expires 6/1/2025

Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025

Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026

Echo 360 Holdings, Inc.

Education Services

Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029

eSilicon Corporation

Semiconductors

Warrant for Series H Preferred

Stock, exercise price $1.01/

share, expires 7/31/2027

Application Software

Warrant for Series C Preferred

Stock, exercise price $2.265/

share, expires 6/7/2028

Care Solutions,

Healthcare Technology

Warrant for Series AA Preferred

Stock, exercise price $0.24/

share, expires 8/15/2028

Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 7/31/2027

Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 6/21/2029

Internet Software and Services

Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029

See notes to financial statements.

4 unchanged sentences

Investment Description (1),(5),(6),(11)

Fair Value (2)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Mobius Imaging,

Massdrop Inc.

Computer & Electronics Retail

Warrant for B Series Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

MingleHealth Care Solutions, Inc.

Healthcare Technology

Warrant for next round security,

exercise price $136/share,

expires 11/23/2028

Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028

Application Software

Warrants for Common Stock,

exercise price $10.64/share,

expires 5/16/2027 (9),(10)

Warrants for Series 1 Preferred

Stock, exercise price $0.28/share,

expires 12/20/2028 (9),(10)

3DNA Corp.(dba

NationBuilder)

Warrant for Common Stock exercise price $10.64/share, expires 5/16/2027

Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 12/20/2028

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 5/30/2029

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 12/17/2029

3DNA Corp.(dba NationBuilder)

Application Software

Warrant for Series C-1 Preferred

Stock, exercise price $1.4643/

share, expires 12/28/2028

Technology Hardware,

Storage & Peripherals

Warrant for Series A Preferred

Stock, exercise price $11.3158/

share, expires 11/27/2028 (14)

Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028

Technology Hardware, Storage & Peripherals

Warrant for Series A Preferred Stock, exercise price $11.3158/share, expires 11/27/2028

Data Processing & Outsourced Services

Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029

RealWear, Inc.

Technology Hardware,

Storage & Peripherals

Warrant for Series A Preferred

Stock, exercise price $4.4464/

share, expires 10/5/2028

Warrant for Series A Preferred

Stock, exercise price $4.4464/

share, expires 12/28/2028

RedSeal, Inc.

Application Software

Warrant for Series C-Prime

Preferred Stock, exercise price

$0.27318/share, expires 12/15/2027

Technology Hardware, Storage & Peripherals

Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028

Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028

Warrant Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029

Scale Computing, Inc.

System Software

Warrant for Series F-1 Preferred Stock, exercise price $0.8031/share, expires 3/29/2029

SendtoNews Video, Inc.

Warrant for Class B Non-Voting

Stock, exercise price $0.67/share,

expires 6/30/2027 (3),(7)

Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(7)

ShareThis Inc.

Data Processing &

Outsourced Services

Warrant for Series D-3 Preferred

Stock, exercise price $2.4320/

share, expires 12/3/2028

Technology Hardware,

Storage & Peripherals

Warrant for Series E Preferred

Stock, exercise price $0.90/share,

expires 12/29/2027

Data Processing & Outsourced Services

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2019

Portfolio Companies

Investment Description (1),(5),(6),(11)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Technology Hardware, Storage & Peripherals

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 12/29/2027

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 2/11/2029

Total Warrants

1 unchanged sentence

Treasury Bill, 1.33%, due 1/7/2020 (10)

1/3/2019 (12)

Treasury Bill, 0.97%, due 1/2/2020

Total Investments

4 unchanged sentences

All investments in portfolio companies, which as of December 31, 2020 represented 97.80% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments – (continued)

December 31, 2018

Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended.

1 unchanged sentence

Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

Represents a PIK security.

If the interest rate goes above the cap of 12.00%, PIK interest will be accrued on the excess amount and paid at maturity.

All investments are valued using unobservable inputs, except the U.S.

Treasury Bill which is valued using observable inputs.

PIK interest will be accrued and paid at maturity.

All investments are valued using unobservable inputs, except Corporate Bonds and U.S.

Treasury Bills, which are valued using observable inputs.

All investments are domiciled in the United States, unless otherwise noted.

1 unchanged sentence

Investments are non-income producing.

As of June 29, 2018, the Mojix, Inc.

(“Mojix”) loan and security agreement was amended to:

(a) increase the LIBOR spread from 10.0% to 10.5%;

(b) require existing shareholders to invest additional amounts of equity in Mojix;;

and, (c) make certain adjustments to the length and timing of interest-only periods based on the accomplishment of performance milestones.

In exchange, the Company has agreed to provide forbearance on certain covenant defaults and make available, upon certain additional equity investment by the shareholders, the remaining $2,000,000 under the original loan commitment.

As of December 31, 2018, the Company has funded $1,000,000 in a third and fourth tranche in the amount of $500,000 each.

In connection with the Amended and Restated Certificate of Incorporation dated September 4, 2018, each one warrant share of Series E Preferred Stock converted into one one-hundredth of a warrant share of Common Stock.

The Company previously held 16,442,732 in warrants for Series E Preferred Stock which converted into 164,427 warrants for common stock.

Investments are held at Fair Value net of Unfunded Commitments.

Investments are held at Fair Value net of the Fair Value of Unfunded Commitments.

See Note 3 for additional detail.

A treasury bill with $80,000,000 of par value was purchased pursuant to a 4.90% reverse repurchase agreement with Goldman Sachs, dated December 26, 2018, due January 2, 2019, with a repurchase price of $80,000,000 and collateralized by a 2.254% U.S.

Treasury Bill due January 3, 2019 with a par value of $80,000,000 and fair value of $79,959,928.

Treasury bills with $75,000,000 in aggregate of par value were purchased pursuant to a 5.00% reverse repurchase agreement with Goldman Sachs, dated December 27, 2020 and due to the Company on January 3, 2021, with a repurchase price to the Company of $75,000,000, collateralized by a 1.45% U.S.

Treasury Bill due January 7, 2021 with an aggregate par value of $75,000,000 and fair value of $74,966,771.

Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.

On November 27, 2018, the Company entered into a Loan & Security Agreement whereby, upon attainment of certain financial milestones, Ouster may borrow up to $10,000,000 under the facility.

As of December 31, 2018, Ouster had not met the conditions required to borrow any amount under the loan facility.

Upon borrowing under the loan facility the Company will receive a Warrant to purchase up to $400,000, or 353,348 shares of Series A preferred stock of Ouster at an exercise price of $11.3158 per share, with the number of shares calculated based on the amount of borrowings under the facility.

In the event Ouster fails to meet required financial milestone for borrowing by March 31, 2019, the facility will terminate.

In the occurrence of a sale by the borrower, Aginity, Inc.

will satisfy the repayment of the Extension line first from the proceeds available to the Company.

See notes to financial statements.

5 unchanged sentences

December 31, 2019

Geographic Region

Investments at

Percentage of

Geographic Region

Western United States

Northwestern United States

Southeastern United States

Northeastern United States

South Central United States

Midwestern United States

Northeastern United States

December 31, 2019

2 unchanged sentences

Application Software

Healthcare Technology

Data Processing & Outsourced Services

Technology Hardware, Storage & Peripherals

Specialized Consumer Services

Internet Retail

Semiconductors

Healthcare Technology

Internet Software & Services

Education Services

Computer & Electronics Retail

System Software

Specialized Consumer Services

See notes to financial statements.

TABLE OF CONTENTS

RUNWAY GROWTH CREDIT FUND INC.

14 unchanged sentences

The final closing of the Initial Private Offering occurred on December 1, 2017.

As of December 31, 2019, in connection with the Initial Private Offering, the Company had total capital commitments of $275,000,000 and had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.

In connection with the Initial Private Offering, the Company issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.

The Company has issued an additional 4,816,873 shares as part of the dividend reinvestment program.

1 unchanged sentence

As of December 31, 2020, the Company had completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted capital commitments of $174,673,500.

The Company has issued 8,352,251 shares of its common stock for a total purchase price of $125,283,766 in connection with the Second Private Offering.

In March 2020, the Company issued 2,103 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per-share price of $15.00 for total proceeds of $31,542.

Note 2 — Summary of Significant Accounting Policies

16 unchanged sentences

Deferred Credit Facility Fees

The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement in accordance with ASC 470, Debt.

Debt issuance costs associated with the Credit Agreement are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.

The fees and expenses associated with opening the CIBC USA Credit Facilities (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Facilities in accordance with ASC 470, Debt.

Debt issuance costs associated with the Credit Facilities are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.

The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (as defined below) and CIBC USA Credit Facilities (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement and the Credit Facilities in accordance with ASC 470, Debt.

Debt issuance costs associated with the Credit Agreement and the Credit Facilities are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement and the Credit Facilities, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.

Reverse Repurchase agreement

The Company may enter into reverse repurchase agreements, under the terms of a Master Repurchase Agreement, with selected commercial banks and broker-dealers, under which the Company acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase and the Company to resell the securities (obligation) at an agreed upon time and price.

The Company has, and may in the future, enter into reverse repurchase agreements, under the terms of a Master Repurchase Agreement, with selected commercial banks and broker-dealers, under which the Company acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase and the Company to resell the securities (obligation) at an agreed upon time and price.

The Company, through the custodian or a sub-custodian, receives delivery of the underlying securities collateralizing repurchase agreements.

14 unchanged sentences

Realized gains or losses from the repayment or sale of investments are measured using the specific identification method.

The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

premiums and upfront loan origination fees.

The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees.

The Company reports changes from the prior period in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments on the Statements of Operations.

1 unchanged sentence

Interest income, if any, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that the Company expects to collect such amounts.

Original issue discount, principally representing the estimated fair value of detachable equity or warrants obtained in conjunction with the Company’s debt investments, loan origination fees, end of term payments, and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method.

Original issue discount, principally representing the estimated fair value of detachable equity, warrants, or contractual success fees obtained in conjunction with the Company’s debt investments, loan origination fees, end of term payments, and market discount or premium are

capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method.

Loan origination fees received in connection with the closing of investments are reported as unearned income, which is included as amortized cost of the investment;

8 unchanged sentences

As of December 31, 2020, and December 31, 2019, the Company has not written off any accrued and uncollected PIK interest and dividends.

As of December 31, 2019, the Company had one loan on nonaccrual status with total interest of $1,033,827 that would have been accrued into income.

As of December 31, 2020, the Company had six loans to Mojix, Inc.

representing an aggregate principal funded of $11,000,000 at a fair market value of $8,961,080, on non-accrual status, which represents 1.92% of the Company’s net assets.

The non-accrual status loans as of December 31, 2020 had total interest of $1,627,725 that would have been accrued into income.

Had the loan not been on non-accrual status, $1,213,861 would be payable, and $413,864 would be original issue discount.

For the year ended December 31, 2020, approximately 6.4% of the Company’s total investment income was attributable to non-cash PIK interest.

The Company did not have non-cash PIK interest and dividend income for the years ended December 31, 2018 and December 31, 2017.

As of December 31, 2019, the Company had two loans to Aginity, Inc.

representing an aggregate principal funded of $9,000,000 at a fair market value of $4,311,589, on non-accrual status, which represented 1.15% of the Company’s net assets.

The non-accrual status loans as of December 31, 2019, had total interest of $1,033,827 that would have been accrued into income.

Had the loan not been on non-accrual status, $576,314 would be payable, and $457,513 would be original issue discount.

For the year ended December 31, 2019, approximately 2.4% of the Company’s total investment income was attributable to non-cash PIK interest.

The Company did not have non-cash PIK interest and dividend income for the year ended December 31, 2018.

Valuation of Investments

1 unchanged sentence

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The audit committee of the Company’s Board of Directors (the “Audit Committee”) is responsible for assisting the Board of Directors in valuing investments that are not publicly traded or for which current market values are not readily available.

The COVID-19 pandemic and its resultant impact on economic activity and capital market volatility has impacted and may continue to have an impact on the fair market values of the Company’s portfolio investments.

As a result, the fair market values of the Company’s portfolio investments may be negatively impacted after December 31, 2020 by circumstances and events that are not yet known, including the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto.

The Company’s valuation process carefully considers the impact of COVID-19-related uncertainties in the various inputs utilized in the determination of the fair market value of its portfolio investments.

The audit committee of the Company’s Board of Directors (the “Audit Committee”) assists the Board of Directors in valuing investments that are not publicly traded or for which current market values are not readily available.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers.

1 unchanged sentence

If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results.

The Company considers a range of fair

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC’s senior investment team considers relevant.

The Company considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC’s senior investment team considers relevant.

The Company’s Board of Directors makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required.

A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances.

A determination of fair value involves subjective judgments and

estimates and depends on the facts and circumstances.

Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

17 unchanged sentences

● Preliminary valuation conclusions are then documented and discussed with RGC’s senior investment team;

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

● At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm.

19 unchanged sentences

Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant.

Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

the portfolio.

Such techniques include Option Pricing Models, or “OPM,” including back-solve techniques, Probability Weighted Expected Return Models, or “PWERM,” and other techniques as determined to be appropriate.

26 unchanged sentences

These valuation methodologies involve a significant degree of judgment.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

single standard for determining the fair value of investments that do not have an active public market.

There is no single standard for determining the fair value of investments that do not have an active public market.

Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time.

24 unchanged sentences

federal excise tax, which is included in tax expense in the statement of operations.

Differences between taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse in

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

the future, or permanent.

Differences between taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse in the future, or permanent.

In accordance with Section 946-205-45-3 of the ASC, permanent tax differences are reclassified from accumulated undistributed earnings to paid-in-capital at the end of each year and have no impact on total net assets.

2 unchanged sentences

Accumulated undistributed earnings

For federal income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

federal income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

The tax character of distributions paid for the years ended December 31, 2020, 2019, and 2018 was as follows:

2 unchanged sentences

Return of capital

Certain shareholders who are deemed “Affected Investors” as a result of the Company not being a publicly traded Regulated Investment Company may have additional taxable income.

For federal income tax purposes, the tax cost of investments as of December 31, 2019 and 2018 was $480,118,372 and $304,063,822, respectively.

Certain stockholders who are deemed “Affected Investors” as a result of the Company not being a publicly traded Regulated Investment Company may have additional taxable income.

federal income tax purposes, the tax cost of investments as of December 31, 2020, 2019 and 2018 was $619,496,230, $480,118,372, and $304,063,822, respectively.

The net unrealized appreciation (depreciation) on investments owned at December 31, 2020, 2019 and 2018 was $2,330,420, $(12,136,672), and $277,495, respectively.

For the year ended December 31, 2020, gross

unrealized appreciation and depreciation was $21,395,985 and $(19,065,565), respectively.

For the year ended December 31, 2019, gross unrealized appreciation and depreciation was $6,121,374 and $(18,258,046), respectively.

At December 31, 2020, 2019 and 2018, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of debt modifications, as follows:

5 unchanged sentences

Accumulated undistributed earnings on a tax basis

For the years ended December 31, 2019 and 2018, the Company had no net capital loss carryforwards.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any.

Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses.

For the years ended December 31, 2020 and 2019, the Company had a long-term capital loss carryforward of $4,358,511 and $0, respectively.

The Company had no long-term capital loss carryforward for the year ended December 31, 2018.

The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC 740”).

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The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations.

There were no material uncertain income tax positions

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

at December 31, 2018.

There were no material uncertain income tax positions at December 31, 2020, December 31, 2019 or December 31, 2018.

Although we file federal and state tax returns, our major tax jurisdiction is federal.

The Company remains subject to examination by the Internal Revenue Service for the first full tax year ending December 31, 2015 and all future years.

The previous three year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service.

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”), the Company will generally be required to pay a U.S.

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For the year ended December 31, 2019, the Company declared and paid dividends in the amount of $40,651,334 of which $8,192,547 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment program.

For the years ended December 31, 2017, the Company did not declare or pay any dividends or distributions.

For the year ended December 31, 2018, the Company declared and paid dividends in the amount of $7,283,810 of which $1,428,498 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment program.

Organization and Offering Costs

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Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Company’s private placement memorandum and other offering documents, including travel-related expenses related to the Initial Private Offering.

Pursuant to the investment advisory agreement between the

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Company and RGC, as subsequently amended and restated (the “Amended Advisory Agreement”), the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC.

Pursuant to the investment advisory agreement between the Company and RGC, as subsequently amended and restated (the “Advisory Agreement”), the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC.

As of December 31, 2016, the Company had already incurred the maximum amount of $1,000,000 in organization and offering costs incurred in connection with the Initial Private Offering.

4 unchanged sentences

As of December 31, 2020, $154,738 in placement agent fees had been incurred.

As of December 31, 2018, no placement agent fees had been incurred.

As of December 31, 2019, the Company had accumulated and recorded $510,027 of deferred offering costs.

As of December 31, 2019, $123,009 in placement agent fees had been incurred.

Under the terms of the Second Private Offering, offering costs in excess of $600,000, excluding placement agent fees, will be reimbursed by RGC.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which changes the fair value measurement disclosure requirements of ASC 820.

The key provisions include new, eliminated and modified disclosure requirements.

The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein.

Early application is permitted.

The Company is currently evaluating the impact the adoption of this new accounting standard will have on its financial statements, however the impact of the adoption is not expected to be material.

In March 2019, the SEC issued Final Rule Release No.

33-10618, FAST Act Modernization and Simplification of Regulation S-K , which amends certain SEC disclosure requirements.

The amendments are intended to simplify certain disclosure requirements, improve readability and navigability of disclosure documents, and discourage repetition and disclosure of immaterial information.

The amendments are effective for all filings submitted on or after May 2, 2019.

The Company adopted the requisite amendments effective May 9, 2019.

As it pertains to the Company for this Annual Report on Form 10-K, there were no significant changes to the Company’s financial position or disclosures.

The Company is still evaluating the impact this amendment will have on its future periodic filings.

In June 2016, the FASB issued ASU 2016-13 Financial Instruments — Credit Losses (Topic 326):

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There was no adjustment recorded to distributable losses for the cumulative effect of adopting ASU 2016-13 as amortized cost has approximated fair value.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which changes the fair value measurement disclosure requirements of ASC 820.

The key provisions include new, eliminated and modified disclosure requirements.

The new guidance is effective for fiscal years

beginning after December 15, 2019, including interim periods therein.

Early application is permitted.

The Company adopted ASU 2018-13 effective January 1, 2020.

The adoption of this accounting standard had no material effect on the Company’s financial statements.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) - Facilitation of the effects of reference rate reform on financial reporting.

The amendments in this update provide optional expedients and exceptions for applying U.S.

GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities.

The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders.

These agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate.

Such contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts.

The new guidance is effective as of March 12, 2020 through December 21, 2022.

The Company is currently evaluating its effective date for adoption and the impact the adoption of this new accounting standard will have on its financial statements, however the impact of the adoption is not expected to be material.

Note 3 — Commitments and Contingencies

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The balance of unfunded commitments to extend financing as of December 31, 2020 was as follows:

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Portfolio Company

1 unchanged sentence

December 31, 2020

Aria Systems, Inc.

Senior Secured Term Loan

Brilliant Earth, LLC

Senior Secured Term Loan

CloudPassage, Inc.

Senior Secured Term Loan

Dejero Labs, Inc.

Senior Secured Term Loan

Dtex Systems, Inc.

Senior Secured Term Loan

eSilicon Corporation

Credit Sesame, Inc.

Revolving Line

Gynesonics, Inc.

Senior Secured Term Loan

Longtail Ad Solutions, Inc.

(dba JW Player)

ShareThis, Inc.

Senior Secured Term Loan

Massdrop, Inc.

VERO Biotech LLC

Senior Secured Term Loan

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December 31, 2019

Aginity, Inc.

Senior Secured Term Loan

Aria Systems, Inc.

Senior Secured Term Loan

Drawbridge, Inc.

Brilliant Earth, LLC

Senior Secured Term Loan

Dtex Systems, Inc.

CloudPassage, Inc.

Senior Secured Term Loan

Mobius Imaging, LLC

Dejero Labs Inc.

Senior Secured Term Loan

Dtex Systems, Inc.

Senior Secured Term Loan

3DNA Corp.(dba NationBuilder, Inc.)

eSilicon Corporation

Revolving Line

Senior Secured Term Loan

Longtail Ad Solutions, Inc.

(dba JW Player)

Senior Secured Term Loan

ShareThis, Inc.

Massdrop Inc.

Senior Secured Term Loan

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From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies.

While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

While the outcome of these

legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

Note 4 — Concentration of Credit Risk

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Management monitors the financial condition of those financial institutions and does not currently anticipate any losses from these counterparties.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Note 5 — Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share

The following information sets forth the computation of basic income/losses per common share for the years ended December 31, 2020, 2019 and 2018:

Net increase (decrease) in net assets resulting from operations

Net increase in net assets resulting from operations

Weighted-average shares outstanding for the period

Per Share Data (1) :

Weighted-average shares outstanding for period

Basic and diluted income (loss) per common share

Basic and diluted income per common share

(1) Per share data is based on average weighted shares outstanding.

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The Company has the authority to issue 100,000,000 shares of common stock, $0.01 par value per share.

During the year ended December 31, 2020, the Company issued 2,248,483 shares for $32,443,448 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the year ended December 31, 2020:

Distributable

Balance, beginning of year

Issuance of common stock

Reinvestment of dividends

Offering costs

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation

(depreciation) on investments

Dividends declared

Tax reconciliation of stockholders'

equity in accordance with U.S.

Balance, end of year

During the year ended December 31, 2019, the Company issued 2,177,466 shares for $32,458,787 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the year ended December 31, 2019:

Distributable

Balance, beginning of year

Issuance of common stock

Reinvestment of dividends

Offering costs

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation

(depreciation) on investments

Dividends declared

Tax reconciliation of stockholders'

equity in accordance with U.S.

Balance, end of year

During the year ended December 31, 2018, the Company issued 390,924 shares for $5,855,312 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the year ended December 31, 2018:

Distributable

Balance, beginning of year

Issuance of common stock

Reinvestment of dividends

Offering costs

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation

(depreciation) on investments

Dividends declared

Tax reconciliation of stockholders'

equity in accordance with U.S.

Balance, end of year

The common shares issued, the price per share and the proceeds raised, since inception, are detailed in the following table:

Issuance Date

Shares Issued

Price Per Share

Gross Proceeds

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December 23, 2019 (1)

March 20, 2020 (1)

March 31, 2020

May 21, 2020 (1)

August 6, 2020 (1)

October 15, 2020

November 12, 2020 (1)

Shares were issued as part of the dividend reinvestment program.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

At December 31, 2019 and December 31, 2018, the Company had total commitments of $275,000,000 under the Company’s Initial Private Offering.

As of December 31, 2018, $115,000,000 was undrawn.

As of December 31, 2019, all capital commitments under the Initial Private Offering had been drawn.

In connection with the Initial Private Offering, the Company issued 18,241,157 shares of our common stock to stockholders for a total purchase price of $275,000,000.

Between June 14, 2019 and December 31, 2020, the Company accepted $174,673,500 in capital commitments under its Second Private Offering.

As of December 31, 2019, $75,000,000 of capital commitments under the Second Private Offering had been drawn.

Capital commitments may be drawn down by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the investment advisory agreement, as amended and restated (the “Amended Advisory Agreement”), by and between the Company and RGC, and/or maintaining a reserve account for the payment of future expenses or liabilities.

As of December 31, 2020 and December 31, 2019, respectively, the Company issued 8,352,251 and 5,000,000 shares of common stock for aggregate proceeds of $125,283,766 and $75,000,000 under the Second Private Offering, respectively.

In March 2020, the Company issued 2,103 shares as an additional direct investment at $15.00 per share for total proceeds of $31,542 by Runway Growth Holdings LLC, an affiliate of RGC.

Capital commitments may be drawn down by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

Note 7 — Related Party Agreements and Transactions

Amended and Restated Advisory Agreement

On November 29, 2016, the Company’s Board of Directors approved an investment advisory agreement between RGC and the Company, under which RGC, subject to the overall supervision of the Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company.

On August 3, 2017, the Board of Directors approved the Amended Advisory Agreement and recommended that the Company’s stockholders approve the Amended Advisory Agreement.

The Amended Advisory Agreement became effective on September 12, 2017 after approval by the stockholders at a special meeting of stockholders of the Company.

Under the terms of the Amended Advisory Agreement, RGC:

Advisory Agreement

On August 3, 2017, the Board of Directors approved the Advisory Agreement and recommended that the Company’s stockholders approve the Advisory Agreement.

Agreement became effective on September 12, 2017 upon approval by the stockholders at a special meeting of stockholders of the Company and was most recently renewed by the Company's Board of Directors at a virtual meeting on August 5, 2020.

In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Advisory Agreement at its next in-person meeting.

Under the terms of the Advisory Agreement, RGC:

● determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;

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● provides the Company with other such investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

Pursuant to the Amended Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components — a base management fee and an incentive fee.

Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components — a base management fee and an incentive fee.

The cost of both the base management fee and incentive fee are ultimately borne by the Company’s stockholders.

1 unchanged sentence

The base management fee is payable on the first day of each calendar quarter, is subject to an annual cap based on RGC’s actual operating expenses and is calculated based on the Capital Commitments (as defined below) and assets purchased with borrowed funds or other forms of leverage (collectively, the “Pre-Spin-Off Gross Assets”) during the preceding calendar quarter.

For purposes of the Amended Advisory Agreement, “Capital Commitments” is defined as the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter.

On September 12, 2017, without changing the base management fee percentage, the Advisory Agreement was amended to provide clarification as to the calculation of the base management fee.

For purposes of the Advisory Agreement, “Capital Commitments” is defined as the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter.

On September 12, 2017, without changing the base management fee percentage, the Prior Agreement was amended to provide clarification as to the calculation of the base management fee.

Prior to amendment, the base management fee was collected on the first day of each quarter based on an estimate of actual operating expenses, not to exceed 1.75% per annum, for the following quarter with an implied, though not defined “true-up” mechanism effected once all actual costs were known.

The Amended Advisory Agreement defines the process and timing of the true-up and base management fee.

The base management fee is now collected at the maximum annualized rate of 1.75% per

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

annum with a comparison of actual expenses for the immediately preceding calendar year to occur on or before March 31 of the subsequent calendar year, with any excess management fee collected when compared to actual operating expenses credited against the base management fee payable for subsequent quarters.

The Advisory Agreement defines the process and timing of the true-up and base management fee.

The base management fee is now collected at the maximum annualized rate of 1.75% per annum with a comparison of actual expenses for the immediately preceding calendar year to occur on or before March 31 of the subsequent calendar year, with any excess management fee collected when compared to actual operating expenses credited against the base management fee payable for subsequent quarters.

Until the earlier of (1) the consummation of an initial public offering (“IPO”) of the Public Fund (defined below) in connection with a Spin-Off transaction (defined below) and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Pre-Spin-Off Gross Assets at the end of the most recently completed calendar quarter, provided, however, that the base management fee payable in a calendar year will not exceed the actual operating expenses incurred by RGC during such calendar year (the “Management Fee Cap”).

2 unchanged sentences

For the avoidance of doubt, actual operating expenses of RGC for a particular year will not include any reduction in base management fees as a result of Excess Fees paid by the Company.

For purposes of the Amended Advisory Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock;

(ii) exchange their shares of the Company’s common stock for shares of common stock in a newly formed entity (the “Public Fund”) that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code, and will use its commercially reasonable best efforts to complete an IPO of shares of its common stock not later than three years after the Company’s final closing of the Initial Private Offering, which occurred on December 1, 2017;

For purposes of the Advisory Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock;

(ii) exchange their shares

of the Company’s common stock for shares of common stock in a newly formed entity (the “Public Fund”) that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code, and will use its commercially reasonable best efforts to complete an IPO of shares of its common stock not later than three years after the Company’s final closing of the Initial Private Offering, which occurred on December 1, 2017;

or (iii) exchange their shares of the Company’s common stock for interests of one or more newly formed entities (each, a “Liquidating Fund”) that will each be organized as a limited liability company, and which will, among other things, seek to complete an orderly wind down and/or liquidation of any such Liquidating Fund.

Following the earlier of (1) the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets (defined below) during the most recently completed calendar quarter for so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is less than $500,000,000.

For purposes of the Amended Advisory Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter.

For purposes of the Advisory Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter.

If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $500,000,000, but less than $1,000,000,000, the base management fee will be an amount equal to 0.40% (1.60% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.

If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $1,000,000,000, the base management fee will be an amount equal to 0.375% (1.50% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.

As of June 13, 2019, the Company had called all Capital Commitments and held less than 10% of its total assets in cash.

As such, pursuant to the Amended Advisory Agreement, the base management fee payable to the Company is now calculated as an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter for so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is less than $500,000,000.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

RGC earned base management fees of $6,831,566, $5,105,009 and $4,812,500 for the years ended December 31, 2020, 2019 and 2018, respectively.

11 unchanged sentences

Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 2.0% per quarter (8.0% annualized).

(8.0% annualized).

The Company will pay RGC an Income Incentive Fee with respect to the Company’s Pre-Incentive Fee net investment income in each calendar quarter as follows:

3 unchanged sentences

and (3) 20.0% of the amount of the Company’s Pre-Incentive Fee net investment income, if any, that exceeds 2.667% in any calendar quarter (10.668% annualized) payable to RGC (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee net investment income thereafter is allocated to RGC).

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

to be regulated as a BDC exceeds 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of the quarter and (b) the Pre-Incentive Fee net investment income adjusted to include any realized capital gains and losses (“Adjusted Pre-Incentive Fee net investment income”), expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the end of the quarter is less than 10.0%, no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which either (x) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC is equal to or less than 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of such subsequent quarter or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the of the end of the quarter equals or exceeds 10.0%;

Until the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that (a) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC exceeds 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of the quarter and (b) the Pre-Incentive Fee net investment income adjusted to include any realized capital gains and losses (“Adjusted Pre-Incentive Fee net investment income”), expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the end of the quarter is less than 10.0%, no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which either (x) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC is equal to or less than 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of such subsequent quarter or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the of the end of the quarter equals or exceeds 10.0%;

provided, however, that in no event will any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of such quarter.

6 unchanged sentences

If such amount is negative, then no Capital Gains Fee will be payable for such year.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

RGC earned incentive fees for the year ended December 31, 2020 of $7,260,656.

1 unchanged sentence

RGC earned incentive fees for the year ended December 31, 2019 of $8,349,449.

$6,500,502 of the incentive fees for the year ended December 31, 2019 were earned, payable in cash, and $1,848,947 of the incentive fees for the year ended December 31, 2019 were accrued and generated from deferred interest (i.e., PIK and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned incentive fees for the year ended December 31, 2018 of $1,411,324.

$711,868 of the incentive fees for the year ended December 31, 2018 were earned, payable in cash, and $359,698 of the incentive fees for the year ended December 31, 2018 were accrued and deferred (i.e., PIK and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned no incentive fees for the year ended December 31, 2017.

Both currently payable in cash and deferred incentive fees are included in accrued incentive fees on the Statements of Assets and Liabilities as of December 31, 2019 and December 31, 2018.

Both currently payable in cash, $1,892,430 and $1,691,311, and deferred incentive fees, $3,114,635 and $1,891,676, are included in accrued incentive fees on the Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019, respectively.

The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation.

With respect to the incentive fee expense accrual related to the capital gains incentive fee, U.S.

GAAP requires that the capital gains invective fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement.

As of each of December 31, 2019 and December 31, 2018, there was no capital gains incentive fee accrued, earned or payable to RGC under the Amended Advisory Agreement.

As of each of December 31, 2020 and December 31, 2019, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.

Spin-Off Incentive Fee

6 unchanged sentences

No Income Incentive Fee or Capital Gains Fee will be payable in connection with a Spin-Off transaction unless, on the date of the completion of a Spin-Off transaction, the sum of the Company’s (i) Pre-Incentive Fee net investment income and (ii) realized capital gains less realized capital losses and unrealized capital depreciation from the date of the Company’s election to be regulated as a BDC through, and including, the date of the completion of such Spin-Off transaction, is greater than 8.0% of the cumulative net investments made by the Company since the Company’s election to be regulated as a BDC.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Administration Agreement

The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing other administrative services.

In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of certain of its officers, including the Company’s Chief Financial Officer, Chief Compliance Officer and any administrative support staff.

Compliance Officer and any administrative support staff.

Pursuant to the terms of the Administration Agreement, the amounts payable to the Administrator by the Company in any fiscal year will not exceed the greater of (i) 0.75% of the aggregate capital commitments as of the end of the most recently completed fiscal year and (ii) $1.0 million.

6 unchanged sentences

The Company reimbursed the Administrator $614,405 during the year ended December 31, 2018.

As of December 31, 2017, the Company had accrued a payable to the Administrator of $11,954.

As of December 31, 2018, the Company had accrued a net payable to the Administrator of $116,697.

Of the total amount reimbursed to the Administrator, $380,064 was related to overhead allocation expense for the year ended December 31, 2018.

Administration fees were $490,022, $209,761 and $125,000 for the years ended December 31, 2019, 2018 and 2017 respectively.

Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $515,891, $490,022 and $209,761 for the years ended December 31, 2020, 2019 and 2018 respectively.

License Agreement

14 unchanged sentences

See Note 2 for discussion of the Company’s policies.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

The following tables present information about the Company’s assets measured at fair value as of December 31, 2020 and 2019, respectively:

1 unchanged sentence

Portfolio Investments

Corporate Bonds

Senior Secured Term Loans

15 unchanged sentences

Fair value at December 31, 2019

Amortization of fixed income premiums or discounts

Amortization of fixed income premiums or accretion of discounts

Purchases of investments (1)

Sales of investments (1)

Sales or repayments of investments (1)

(103,716,096)

(106,590,124)

Realized gain

Change in unrealized gain (loss)

Realized gain (loss)

Change in unrealized appreciation (depreciation)

Fair value at December 31, 2020

Change in unrealized gain (loss) on Level 3 investments still held as of December 31, 2019

Includes PIK interest, reorganization and restructuring of investments.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of December 31, 2020

Includes PIK interest, and is net of reorganization and restructuring of investments.

The following table presents a rollforward of Level 3 assets measured at fair value as of December 31, 2019:

1 unchanged sentence

Fair value at December 31, 2018

Amortization of fixed income premiums or discounts

Amortization of fixed income premiums or accretion of discounts

Purchases of investments (1)

Sales of investments (1)

Sales or repayments of investments (1)

(100,079,608)

1 unchanged sentence

Realized gain

Change in unrealized gain (loss)

Change in unrealized appreciation (depreciation)

Fair value at December 31, 2019

Change in unrealized gain (loss) on Level 3 investments still held as of December 31, 2018

Includes reorganizations and restructuring of investments.

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of December 31, 2019

Includes PIK interest, and is net of reorganization and restructuring of investments.

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2020:

5 unchanged sentences

Senior Secured Term Loans (1)

Discounted Cash Flow

Discounted Cash Flow analysis

Discount Rate

5 unchanged sentences

19.5%-23.8% (20.2%)

Black-Scholes model

Option pricing model

Risk-free interest rate

3 unchanged sentences

Estimated time to exit

0.5 years – 5.9 years

0.3-9.2 (1.5)

Revenue Multiples

0.00x-5.85x (1.92x)

Discount Rate

21.0%-40.0% (27.9%)

Revenue Multiples

0.00x-51.69x (5.62x)

Total Level 3 Investments

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019:

3 unchanged sentences

Preferred Stock

Recent private market and merger and acquisition transaction prices

Recent private market

and merger and acquisition transaction prices

Senior Secured Term Loans (1)

7 unchanged sentences

30.5%–36.2% (32.6%)

Black-Scholes model

Option pricing model

Risk-free interest rate

3 unchanged sentences

Estimated time to exit

0.5 years – 7.1 years

Monte Carlo simulation

Risk-free interest rate

Average industry volatility

0.5 years–5.9 years (3.1 years)

Revenue Multiples

1.18x-7.57x (2.05x)

Discount Rate

20.7% - 45.0% (32.6%)

Revenue Multiples

4.33x-4.79x (4.13x)

Total Level 3 Investments

4 unchanged sentences

However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in the unobservable inputs.

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the Black Scholes option pricing model (“OPM”) which include industry volatility, risk free interest rate and estimated time to exit.

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the option pricing model (“OPM”) which include industry volatility, risk free interest rate and estimated time to exit.

The Equity Allocation model and the Black Scholes model were the main OPM’s used.

Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment.

6 unchanged sentences

In addition to the primary underlying risk, additional counterparty risk exists due to the potential inability of counterparties to meet the terms of their contracts.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Warrants provide exposure and potential gains upon equity appreciation of the portfolio company’s equity value.

4 unchanged sentences

As a result, there is the potential for the entire value of an investment in a warrant to be lost.

The Company’s volume of warrant investment activity is closely correlated to its primary senior secured loans to portfolio companies.

For the year ended

December 31, 2020, the Company had realized gains of $1,175,229 and a net change in unrealized appreciation of $14,161,969 from its investments in warrants.

For the year ended December 31, 2019, the Company had realized gains of $228,171 and a net change in unrealized (depreciation) of $(609,169) from its investments in warrants.

For the year ended December 31, 2018, the Company had realized gains of $59,792 and a net change in unrealized (depreciation) of $(171,493) from its investments in warrants.

Realized gains from warrants is included in Realized gain (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills on the Statement of Operations.

The net change in unrealized appreciation (depreciation) from warrants is included in Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S.

Treasury Bills, except for $358,682, $0 and $0, respectively for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, included in Net change in unrealized appreciation on control/affiliate investments.

Counterparty risk exists from the potential failure of an issuer of warrants to settle its exercised warrants.

15 unchanged sentences

The stated maturity date under the Credit Agreement is May 31, 2024.

On November 10, 2020, Company entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement.

The Credit Facility Amendment amended the Credit Agreement to, among other things:

(i) increase the size of the aggregate commitments under the Credit Facility to $175 million from $100 million;

(ii) add MUFG Union Bank, N.A.

as a new lender and co-documentation agent under the Credit Agreement;

(iii) revise the interest rate margin to be 3.00% for the remaining term of the Credit Facility regardless of the Credit Facility average utilization or the number of unaffiliated obligors on loans in the collateral;

(iv) permit the Company to obtain a future subscription line of credit of up to $50 million;

(v) revise the LIBOR replacement provisions;

(vi) implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement;

and (vii) revise certain of the borrowing base concentration limits.

Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the 1940 Act.

On December 2, 2020, the Company entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement.

The Credit Facility Amendment is effective as of December 2, 2020.

The Credit Facility Amendment amended the Credit Agreement to:

(i) increase the size of the aggregate commitments under the Credit Facility to $215 million from $175 million;

(ii) increase the accordion amount under the Credit Facility from a $200 million maximum aggregate commitment amount to a $300 million maximum aggregate commitment amount;

and (iii) add Bank of Hope and First Foundation Bank as new Lenders and Managing Agents under the Credit Agreement.

Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

The Credit Agreement is secured by a perfected first priority security interest in substantially all of the Company’s assets and portfolio investments.

The Credit Agreement contains certain customary covenants and events of default for secured revolving credit facilities of this nature, including, without limitation, maintenance of a tangible net worth as of the last day of each fiscal quarter in excess of the greater of (i) $125 million plus 75% of the net proceeds of sales of

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

equity interests in the Company and (ii) the loan balance of the Company’s four largest obligors;

maintenance of an asset coverage ratio as of the last day of each fiscal quarter that equals or exceeds the greater of 150% and the ratio otherwise applicable to the Company under the 1940 Act;

13 unchanged sentences

On May 31, 2019, in conjunction with securing and entering into the new Credit Agreement, the Company terminated the Credit Facilities.

The current maximum principal amount of available borrowings under each of the Uncommitted Facility and the Committed Facility is $30 million (for a combined maximum principal amount under the Credit Facilities of $60 million), subject in each case to availability under the borrowing base, which is based on unused capital commitments.

Borrowings under the Credit Facilities bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, the LIBOR rate for the applicable interest period plus 2.50% or (ii) in the case of prime rate loans, CIBC’s prime commercial rate at the time of the borrowing minus 0.50%.

The Credit Facilities are secured by a perfected first priority security interest in the Company’s right, title, and interest in and to the capital commitments of the Company’s private investors, including the Company’s right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.

The Credit Facilities contain customary covenants and events of default for such subscription credit facilities (with customary cure and notice provisions), including, without limitation, maintenance of RIC status;

misrepresentation of representations and warranties;

breach of covenant;

certain bankruptcy and liquidation events;

change of control at RGC;

the Amended Advisory Agreement or the Administration Agreement, ceasing to remain in effect;

investors with aggregate capital commitments to the Company in excess of fifteen percent (15%) of the aggregate capital commitments of all investors in the Company failing to make capital contributions within ten (10) business days of when required;

and the commitment period of the Company’s investors terminating because the Company engages in a Spin-Off transaction.

Prior to termination on May 31, 2019, the current maximum principal amount of available borrowings under each of the Uncommitted Facility and the Committed Facility was $30 million (for a combined maximum principal amount under the Credit Facilities of $60 million), subject in each case to availability under the borrowing base, which was based on unused capital commitments.

Borrowings under the Credit Facilities bore interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, the LIBOR rate for the applicable interest period plus 2.50% or (ii) in the case of prime rate loans, CIBC’s prime commercial rate at the time of the borrowing minus 0.50%.

For the years ended December 31, 2020 and December 31, 2019, the weighted average outstanding debt balance was $27,449,454 and $12,355,311, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.43% and 4.66%, respectively.

2 unchanged sentences

KeyBank National Association Loan Facility

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

As of December 31, 2019, the Company had $61,000,000 outstanding under the Credit Facilities with maturities as follows:

Loan Facility

CIBC Bank USA Committed Loan Facility

CIBC Bank USA Demand Loan Facility

KeyBank National Association Loan Facility

Senior Securities

Information about the Company’s senior securities is shown in the following table for the fiscal years ended December 31, 2018 through 2020.

No senior securities were outstanding for the fiscal years ended December 31, 2016 and 2017.

Class and Year

Treasury Securities (1)

Credit Agreement

Year Ended 12/31/2020

Year Ended 12/31/2019

Year Ended 12/31/2018

Credit Facilities

Year Ended 12/31/2020

Year Ended 12/31/2019

Year Ended 12/31/2018

Year Ended 12/31/2020

Year Ended 12/31/2019

Year Ended 12/31/2018

(1) Total amount of each class of senior securities outstanding at the end of the period presented.

(2) Asset coverage per unit is the ratio of the carrying value of total assets, less all liabilities excluding indebtedness represented by senior securities in this table to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is express in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3) The amount to which such class of senior security would be entitled upon the Company’s involuntary liquidation in preference to any security junior to it.

The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4) Not applicable because the senior securities are not registered for public trading.

(5) On June 22, 2018, the Company entered into the Credit Facilities with CIBC.

On May 31, 2019, in conjunction with securing and entering into the new Credit Agreement, the Company terminated the Credit Facilities.

Note 11 — Financial Highlights

Per Share Data (1) :

Net asset value at beginning of year

Net investment income (loss) (3)

Net asset value at beginning of period

Net investment income (3)

Realized gain (loss)

1 unchanged sentence

Issuance of common shares

Accretion (4)

Net asset value at end of year

Offering costs

Accretion (Dilution) (4)

Net asset value at end of period

Total return based on net asset value (2)

Weighted-average shares outstanding for year,

Weighted-average shares outstanding for period, basic

Ratio/Supplemental Data:

Net assets at end of year

Average net assets (5)

Annualized ratio of net operating expenses to

average net assets (6)

Annualized ratio of net increase (decrease) in

net assets resulting from operations to

Net assets at end of period

Average net assets (5)

Ratio of net operating expenses to average net assets (6)

Ratio of net increase (decrease) in net assets resulting from operations to average net assets

Financial highlights are based on weighted-average shares outstanding.

1 unchanged sentence

Return from investment operations was 9.47%, 12.88%, 8.59%, (6.36)% and (30.80)% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively.

Return from investment operations represents returns on net investment income (loss) from operations.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

Return from accretion was 0.88%, (0.07)%, and 46.24% for the years ended December 31, 2019, 2018 and 2017, respectively.

The annualized ratio of net investment income (loss) to average net assets was 12.85%, 8.30%, and (4.56)% for the years ended December 31, 2019, 2018 and 2017, respectively.

The annualized ratio of net operating expenses excluding management fees, to average net assets was 4.79%, 2.63%, and 3.58% for the years ended December 31, 2019, 2018 and 2017, respectively.

Return from investment operations represents returns on net investment income from operations.

Return from accretion (dilution) was (0.06)%, 0.88%, (0.07)%, 46.24% and 0.00% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively.

Ratio of net investment income to average net assets was 9.47%, 12.88%, 8.30%, (4.56)% and (595.90)% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively.

Ratio of net operating expenses excluding incentive fees, to average net assets was 3.04%, 3.64%, 5.42%, 12.46% and 595.95% for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

Note 12 — Selected Quarterly Financial Data (Unaudited)

2 unchanged sentences

Total operating expenses

Net investment income (loss)

Net realized gain on investments

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation (depreciation) on investments

Increase (decrease) in net assets resulting from operations

Increase (decrease) in net assets resulting from operations per share

Increase in net assets resulting from operations

Increase in net assets resulting from operations per share

Net asset value per share as of the end of the period

8 unchanged sentences

Net asset value per share as of the end of the period

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

September 30,

Total investment income

Total operating expenses

Net investment income (loss)

Net change in unrealized appreciation (depreciation) on investments

Increase (decrease) in net assets resulting from operations

Increase (decrease) in net assets resulting from operations per share

Net asset value per share as of the end of the period

Note 13 — Subsequent Events

Subsequent to December 31, 2019, through March 19, 2020, we funded the following transactions:

Investment Name

Cost Allocated

January 7, 2020

Credit Sesame, Inc.

January 30, 2020

Aginity, Inc.

March 9, 2020

Aginity, Inc.

March 10, 2020

Aginity, Inc.

March 16, 2020

Solutions, Inc.

(dba JW Player)

On January 8, 2020, in connection with CareCloud’s sale to MTBC, Inc., the Company extinguished $25.0 million in outstanding principal balance and terminated the associated warrants.

The Company, in return, received consideration in the amount of approximately $23.3 million from MTBC, Inc.

The consideration consisted of the following:

warrants to purchase 1,000,000 shares of Common Stock at $7.50 per share;

warrants to purchase 1,000,000 shares of Common Stock at $10.00 per share;

and, 760,000 shares of 11% Series A Preferred Stock.

On January 9, 2020, in conjunction with its sale to Inphi Corporation and concurrently Synopays, Inc., eSilicon Corporation prepaid its outstanding principal balance of $26,625,000 on the senior secured loan.

In addition, the Company received cash proceeds of $2,749,949 in conjunction with the termination of its warrants in eSilicon Corporation for total proceeds of $30,853,855.

On January 30, 2020, MingleHealth Care Solutions, Inc.

prepaid $1,583,333 on its outstanding principal balance.

On March 2, 2020, RealWear, Inc.

prepaid $21,993,938 on its outstanding principal balance.

In addition, the Company received cash proceeds of $1,544,606 in conjunction with ETP and interest for total proceeds of $23,538,544.

On March 5, 2020, the Board of Directors declared a dividend in the amount of $0.40 per share payable on March 20, 2020 to stockholders of record as of March 6, 2020.

On March 10, 2020, Aginity Inc.

was sold for net proceeds to the Company of $4,000,000 in the form of a senior secured note of the purchaser and a warrant to purchase 81,177 shares of the purchaser’s common stock for a nominal aggregate exercise price, resulting in a realized loss of approximately $6,525,000.

RUNWAY GROWTH CREDIT FUND INC.

Notes to Financial Statements as of December 31, 2019

On March 16, 2020, RealWear, Inc.

prepaid the remainder of $2,691,862 on its outstanding principal balance.

In addition, the Company received cash proceeds of $145,428 in conjunction with ETP and interest for total proceeds of $2,837,290.

TABLE OF CONTENTS

The Company evaluated events subsequent to December 31, 2020 through March 11, 2021, the date the financial statements were issued.

On January 26, 2021, the Company funded an investment of $250,000 to The Kairn Corporation.

On January 27, 2021, as part of an overall reorganization of Pivot3, Inc., Pivot3, Inc.

changed its name to Pivot3 Holdings, Inc.

and the Company:

(i) funded a $1,000,000 investment of Series 1 Preferred Stock, and (ii) converted the $1,000,000 Convertible Bridge Loan into Series 1 Preferred Stock.

Further, in conjunction with the reorganization, our Series D warrants were effectively canceled and as such we recorded a $216,610 realized loss.

On February 11, 2021, the Company funded an investment of $500,000 to Mojix, Inc.

On February 23, 2021, the Company funded an investment of $2,000,000 to Massdrop, Inc.

On March 2, 2021, 3DNA Corp.

prepaid its outstanding principal balance of $7,500,000.

In addition, the Company received cash proceeds of $598,438 in conjunction with ETP, prepayment fees, and interest for total proceeds of $8,098,438.

On March 4, 2021, the Company declared a dividend of $0.37 per share payable on March 19, 2021 to shareholders of record as of March 5, 2021.

The Company set December 31, 2020 as the valuation date for shares issued in connection with the dividend pursuant to the Company’s dividend reinvestment plan.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data