What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-05 compared with 2021-11-04 · 630 added, 514 removed, 1158 unchanged (50% of the section changed)

2 unchanged sentences

Statements of Assets and Liabilities

September 30, 2021

March 31, 2022

December 31, 2021

1 unchanged sentence

Non-control/non-affiliate investments at fair value (cost of $717,860,031 and $647,448,895, respectively)

Control/affiliate investments at fair value (cost of $34,978,846 and $13,911,494, respectively)

Affiliate investments at fair value (cost of $5,051,235 and $0, respectively)

Control investments at fair value (cost of $38,421,361 and $34,873,847, respectively)

Investment in U.S.

2 unchanged sentences

Cash and cash equivalents

Subscriptions receivable

Accrued interest receivable

Other accounts receivable

Deferred offering costs

Prepaid and deferred expenses

Credit facilities

Deferred credit facility fees (net of accumulated amortization of $733,251 and $383,873, respectively)

Total debt, less unamortized deferred financing costs

2026 Senior Notes

Deferred debt costs (net of accumulated amortization of $1,006,847 and $855,295, respectively)

Total debt, less unamortized deferred debt costs

Deferred revenue

Reverse repurchase agreement

9 unchanged sentences

Additional paid-in capital

Distributable (losses) earnings

Distributable (losses)

Total net assets

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

March 31, 2022

March 31, 2021

Investment income

From non-control/non-affiliate:

From non-control/non-affiliate investments:

Interest income

3 unchanged sentences

Dividend income

Other income from non-investment sources

From control/affiliate:

From affiliate investments:

Payment in-kind interest income

From control investments:

Interest income

Payment in-kind interest income

Other income from non-investment sources

Total investment income

5 unchanged sentences

Overhead allocation expense

Insurance expense

Administration fee

Facility fees

Debt financing fees

Directors’ fees

7 unchanged sentences

Treasury Bills

Net change in unrealized appreciation on control/affiliate investments

Net change in unrealized appreciation (depreciation) on affiliate investments

Net change in unrealized appreciation (depreciation) on control investments

Net realized and unrealized gain (loss) on investments

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

March 31, 2022

March 31, 2021

Net increase in net assets from operations

4 unchanged sentences

Treasury Bills

Net change in unrealized appreciation on control/affiliate investments

Net change in unrealized appreciation (depreciation) on affiliate investments

Net change in unrealized appreciation (depreciation) on control investments

Net increase in net assets resulting from operations

3 unchanged sentences

Capital share transactions

Acquisition of treasury shares

Issuance of shares of common stock

1 unchanged sentence

Offering costs

Net increase in net assets resulting from capital share transactions

Total increase in net assets

Net (decrease) increase in net assets resulting from capital share transactions

Total (decrease) increase in net assets

Net assets at beginning of period

1 unchanged sentence

Capital share activity

Treasury shares acquired

Shares issued

4 unchanged sentences

Statements of Cash Flows

Nine Months Ended

September 30, 2021

September 30, 2020

Three Months Ended

March 31, 2022

March 31, 2021

Cash flows from operating activities

2 unchanged sentences

Purchases of investments

(237,031,073)

(141,707,494)

Purchases of U.S.

Treasury Bills

(115,000,509)

(179,998,299)

Payment in-kind interest

2 unchanged sentences

Treasury Bills

Proceeds from U.S.

Treasury Bills sold short

Realized loss on investments, including U.S.

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

Treasury Bills

2 unchanged sentences

Amortization of fixed income premiums or accretion of discounts

Amortization of deferred credit facility fees

Amortization of deferred debt costs

Changes in operating assets and liabilities:

2 unchanged sentences

Prepaid and deferred expenses

Deferred revenue

Accrued incentive fees

2 unchanged sentences

Accrued expenses and other liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from financing activities

Deferred offering costs

Deferred credit facility fees

Payment of deferred financing costs

Borrowings under credit facilities

Repayments under credit facilities

(119,000,000)

(110,500,000)

Proceeds from 2026 Senior Notes

Proceeds from reverse repurchase agreements

Repayments of reverse repurchase agreements

(114,424,914)

(195,117,913)

Acquisition of treasury shares

Dividends paid to stockholders

1 unchanged sentence

Net cash received from common stock issued

Net cash (used in) financing activities

Net (decrease) in cash

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash and cash equivalents at beginning of period

4 unchanged sentences

Non-cash dividend reinvestments

Subscriptions receivable

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited)

September 30, 2021

March 31, 2022

Portfolio Companies

1 unchanged sentence

Fair Value (2),(6)

Control/affiliate investments (15)

Senior Secured Term Loans (7),(8)

Application Software

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/31/2021 (4)

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

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

Total Senior Secured Term Loans

Preferred Stocks (7)

Application Software

Series A-1 Preferred Stock

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

Series 1 Preferred Stock

Total Preferred Stocks

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

7 unchanged sentences

LIBOR+5.00%, 5.50% floor, 3.75% PIK, 2.00% ETP, due 3/31/2025 (4)(8)

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) — (continued)

September 30, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(6)

Non-control/non-affiliate investments (continued)

Senior Secured Term Loans (8) (continued)

Brilliant Earth, LLC

4 unchanged sentences

Application Software

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

LIBOR+9.50% PIK, 12.00% floor, 7.50% ETP, due 12/15/2022 (4)(8)

CloudPay, Inc.

1 unchanged sentence

LIBOR+8.75%, 9.25% floor, 2.00% ETP, due 8/17/2025 (3)(8)(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)

CrossRoads Extremity Systems, LLC

Health Care Technology

LIBOR+8.15%, 1.50% PIK, 8.65% floor, 3.50% ETP, due 7/1/2025 (4)

Dtex Systems, Inc.

1 unchanged sentence

LIBOR+9.50%, 10.00% floor, 1.75% ETP, due 6/1/2025 (8)

Echo 360 Holdings, Inc.

Education Services

LIBOR+10.50%, 11.00% floor, 3.00% ETP, due 12/15/2024

Fidelis Cybersecurity, Inc.

1 unchanged sentence

LIBOR+11.00%, 12.0% floor, 2.39% ETP, due 5/13/2024 (8)

FiscalNote, Inc.

1 unchanged sentence

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

LIBOR+9.25%, 9.75% floor, due 8/21/2023 (8)

LIBOR+9.25%, 9.75% floor, 3.75% ETP, due 8/21/2023 (8)

4 unchanged sentences

LIBOR+9.00%, 9.50% floor, 2.50% ETP, due 11/15/2025 (8)

Intellisite Holdings, Inc.

(dba Epic IO Technologies, Inc.)

Electronic Equipment & Instruments

LIBOR+9.75%, 10.25% floor, 2.00% ETP, due 12/17/2025 (8)

Tranche III:LIBOR+9.75%, 10.25% floor, 2.00% ETP, due 12/17/2025 (8)

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) – (continued)

March 31, 2022

Portfolio Companies

Investment Description (1),(5),(9)

Fair Value (2),(6)

Non-Control/Non-Affiliate Investments (continued)

Senior Secured Term Loans (continued)

Marley Spoon AG

1 unchanged sentence

LIBOR+8.50%, 1.25% PIK, 9.00% floor, due 6/15/2025 (3)(4)(11)

Mingle Healthcare Solutions, Inc.

1 unchanged sentence

LIBOR+9.50%, 11.75% floor, .25% PIK, 10.00% ETP, due 8/15/2022 (4)(8)

Mustang Bio, Inc.

Biotechnology

LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 4/15/2027

Revelle Aesthetics, Inc.

Health Care Equipment

Prime+5.50%, 8.75% floor, 4.00% ETP, due 4/1/2027

Route 92 Medical, Inc.

4 unchanged sentences

LIBOR+8.75%, 9.25% floor, 4.00% ETP, due 12/1/2025

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) — (continued)

September 30, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(6)

Non-control/non-affiliate investments (continued)

Senior Secured Term Loans (8) (continued)

ShareThis, Inc.

7 unchanged sentences

LIBOR+8.50%, 9.00% floor, 2.75% ETP, due 9/1/2025

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)

Turning Tech Intermediate, Inc.

Education Services

LIBOR+8.50%, 9.00% floor, 3.00% ETP, due 12/14/2025

VERO Biotech LLC

2 unchanged sentences

LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024 (8)

VTX Intermediate Holdings, Inc.

(dba VertexOne)

Application Software

LIBOR+9.00%, 9.50% floor, 4.50% ETP, due 12/28/2026

Total Senior Secured Term Loans

Second Lien Term Loans

Dejero Labs Inc.

System Software

LIBOR+5.00%, 5.50 floor, 5.00% PIK, 3.00% ETP, due 12/22/2025 (3)(4)(10)

Total Second Lien Term Loans

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) – (continued)

March 31, 2022

Portfolio Companies

Investment Description (1),(5),(9)

Fair Value (2),(6)

Non-Control/Non-Affiliate Investments (continued)

Preferred Stocks (7)

7 unchanged sentences

Common Stocks (7)

Brilliant Earth, LLC

Brilliant Earth Group, Inc.

Internet Retail

Class P Units (18)

Technology Hardware, Storage & Peripherals

Class A Common Stock (15)

Porch Group, Inc.

Application Software

Common Stock (15)(17)

4 unchanged sentences

Total Common Stocks

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) — (continued)

September 30, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(6)

Non-control/non-affiliate investments (continued)

(dba NationBuilder)

Application Software

Warrant for Series C-1 Preferred Stock, exercise price $1.46432/share, expires 12/28/2028

AllClear ID, Inc.

16 unchanged sentences

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

Circadence Corporation

2 unchanged sentences

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

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) – (continued)

March 31, 2022

Portfolio Companies

Investment Description (1),(5),(9)

Fair Value (2),(6)

Non-Control/Non-Affiliate Investments (continued)

Warrants (7) (continued)

CloudPay, Inc.

5 unchanged sentences

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

CrossRoads Extremity Systems, LLC

Health Care Technology

Warrant for Series C Preferred Stock, exercise price $3.79/share, expires 6/29/2031

Dejero Labs Inc.

5 unchanged sentences

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

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) — (continued)

September 30, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(6)

Non-control/non-affiliate investments (continued)

Warrants (7) (continued)

Echo 360 Holdings, Inc.

Education Services

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

Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 6/21/2031

Epic IO Technologies, Inc.

Electronic Equipment & Instruments

Success fee, expires 12/17/2024 (13)

Fidelis Cybersecurity, Inc.

6 unchanged sentences

Health Care Technology

Success fee, expires 12/1/2027 (14)

Warrant for Series G Convertible Preferred Stock, exercise price $0.04021/share, expires 11/19/2031

Internet Software and Services

10 unchanged sentences

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

(dba NationBuilder)

Application Software

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

Mustang Bio, Inc.

Biotechnology

Warrant for Common Stock, exercise price $0.8021/share, expires 3/4/2032

Porch Group, Inc.

1 unchanged sentence

Earnout, expires 12/23/2023 (13)(15)

See notes to financial statements.

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments (Unaudited) – (continued)

March 31, 2022

Portfolio Companies

Investment Description (1),(5),(9)

Fair Value (2),(6)

Non-Control/Non-Affiliate Investments (continued)

Warrants (7) (continued)

RealWear, Inc.

3 unchanged sentences

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

Revelle Aesthetics, Inc.

Health Care Equipment

Warrant for Series A-2 Preferred Stock, exercise price $2.1628/share, expires 3/30/2032

Route 92 Medical, Inc.

2 unchanged sentences

Scale Computing, Inc.

System Software

Warrant for Series F-1 Preferred Stock, exercise price $0.80/share, expires 3/29/2029

Systems Software

Warrant for Common Stock, exercise price $0.80/share, expires 3/29/2029

SetPoint Medical Corporation

7 unchanged sentences

Warrant for Series B-1 Preferred Stock, exercise price $1.30/share, expires 9/29/31

STN Video Inc.

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

VERO Biotech LLC

Health Care Technology

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

Total Warrants

Total Non-Control/Non-Affiliate Investments

Affiliate Investments (18)

Senior Secured Term Loans

Coginiti Corp (f/k/a Aginity, Inc.)

Application Software

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

Total Senior Secured Term Loans

Common Stocks (7)

Coginiti Corp (f/k/a Aginity, Inc.)

Application Software

Total Common Stocks

Coginiti Corp (f/k/a Aginity, Inc.)

Application Software

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

Total Warrants

Total Affiliate Investments

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) – (continued)

September 30, 2021

March 31, 2022

Portfolio Companies

1 unchanged sentence

Fair Value (2),(6)

Non-control/non-affiliate investments (continued)

Warrants (7) (continued)

STN Video Inc.

Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(11)

The Kairn Corporation

Control Investments (14)

Senior Secured Term Loans

Application Software

LIBOR+12.00% , 12.00% cash cap, 5% ETP, due 1/15/2025 (8)

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)(7)

Total Senior Secured Term Loans

Preferred Stocks (7)

Application Software

Series A-1 Preferred Stock

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

Series 1 Preferred Stock

Total Preferred Stocks

Application Software

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

VERO Biotech LLC

Health Care Technology

Success fee, expires 12/29/2025 (14)

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 non-control/non-affiliate investments

Treasury Bill, 0.033%, due 10/12/2021 (9)

Total Control Investments

Total Investments

1 unchanged sentence

Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S.

At September 30, 2021, the 3-Month LIBOR was 0.13% and the U.S.

At March 31, 2022, the 3-Month LIBOR was 0.96% and the U.S.

Prime Rate was 3.50%.

(2) The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be “restricted securities” under the Securities Act, 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 FINANCE CORP.

Schedule of Investments (Unaudited) – (continued)

March 31, 2022

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

Non-qualifying assets at fair value represent 21.61% of total assets as of September 30, 2021.

Non-qualifying assets at fair value represent 11.89% of total assets as of March 31, 2022.

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

6 unchanged sentences

(7) Investments are non-income producing.

(8) 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 Marley Spoon AG, Mojix, Inc., Pivot3 Holdings, Inc., and The Kairn Corporation senior secured term loans.

(9) Treasury bill with $60,000,000 par value was purchased pursuant to a 0.25% reverse repurchase agreement with Goldman Sachs dated September 30, 2021, due October 7, 2021, with a repurchase price of $59,699,461 collateralized by a 0.033% U.S.

Treasury Bill due October 10, 2021 with a par value of $60,000,000 and fair value of $60,000,660.

(8) The investment is an eligible loan investment in the collateral under the Credit Agreement (as defined in Note 10).

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

3 unchanged sentences

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

(15) 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.

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

(15) Investment is publicly traded and listed on NASDAQ.

(16) The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.

(18) As a result of Brilliant Earth Group Inc.'s (the Public Company) IPO through an Up-C structure, the Company received a share of Class B common stock in Brilliant Earth Group, Inc.

for every Class P unit it held in Brilliant Earth, LLC.

On a one-to-one basis, both the Class B common stock and Class P unit can be surrendered for Class A common stock in the Public Company.

(17) Investment is not a “restricted security” under the Securities Act.

(18) Affiliate investment as defined under the 1940 Act in which the Company owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation.

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) – (continued)

September 30, 2021

The following table shows the fair value of the portfolio company investments in which we are deemed to exercise a controlling influence over the management or policies of the portfolio company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the portfolio company as of September 30, 2021, along with the transactions during the nine months ended September 30, 2021:

For the nine months ended September 30, 2021

March 31, 2022

The Company classifies its investment portfolio in accordance with the requirements of the 1940 Act.

Control investments are investments in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.

Affiliate investments are investments in which the Company owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation.

Transactions related to the Company’s affiliate and control investments during the three months ended March 31, 2022 are as follows:

For the three months ended March 31, 2022 (Unaudited)

Net Change in

Income Earned

Portfolio Company

Investment Description

December 31, 2020

Additions (1)

1 unchanged sentence

(Depreciation)

September 30, 2021 (3)

Affiliate Investments

Senior Secured Term Loans

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/31/2021

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021

Coginiti Corp (f/k/a Aginity, Inc.)

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

Total Senior Secured Term Loans

Common Stocks

Coginiti Corp (f/k/a Aginity, Inc.)

Total Common Stocks

Coginiti Corp (f/k/a Aginity, Inc.)

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

Total Warrants

Total Affiliate Investments

Control Investments

Senior Secured Term Loans

LIBOR+12.00% , 12.00% cash cap, 5% ETP, due 1/15/2025

Pivot3 Holdings, Inc.

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

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

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

Total Senior Secured Term Loans

8 unchanged sentences

Total Warrants

Total Control/affiliate investments

Total Control Investments

(1) Gross additions includes increases in the basis of investments resulting from new portfolio investments, PIK interest, accretion of original issue discount (“OID”), the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this category from a different category.

(2) Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company out of this category into a different category.

(3) All investments in the portfolio companies, which as of September 30, 2021 represented 4.73% 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.

(4) The Company earned no investment income from control investments, except for $117,340 from Pivot3 Holdings, Inc.

(3) All investments in the portfolio companies, which as of March 31, 2022 represented 5.64% 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.

1 unchanged sentence

Schedule of Investments (Unaudited) – (continued)

September 30, 2021

March 31, 2022

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

Treasury Bills held) by geographic region and industry as of September 30, 2021:

September 30, 2021

Treasury Bills held) by geographic region and industry as of March 31, 2022:

March 31, 2022

Investments at

3 unchanged sentences

Northeastern United States

South Central United States

Southeastern United States

United Kingdom

Northwestern United States

South Central United States

September 30, 2021

United Kingdom

Midwestern United States

March 31, 2022

Investments at

Percentage of

Healthcare Technology

Application Software

Healthcare Technology

Internet Retail

Human Resource & Employment Services

Internet Software & Services

Specialized Consumer Services

Human Resource & Employment Services

Data Processing & Outsourced Services

Biotechnology

Education Services

Technology Hardware, Storage & Peripherals

Electronic Equipment & Instruments

System Software

Healthcare Equipment

Specialized Consumer Services

Technology Hardware, Storage & Peripherals

Computer & Electronics Retail

6 unchanged sentences

Fair Value (2),(6)

Control/affiliate investments (14)

Control Investments (15)

Senior Secured Term Loans (7),(8)

6 unchanged sentences

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 1/31/2022 (4)

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

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

Total Senior Secured Term Loans

2 unchanged sentences

Series A-1 Preferred Stock

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

Series 1 Preferred Stock

Total Preferred Stocks

Application Software

3 unchanged sentences

Total Warrants

Total Control/affiliate investments

Total Control 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 (8)

Aria Systems, Inc.

Aginity, Inc.

Application Software

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

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

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

See notes to financial statements.

7 unchanged sentences

Senior Secured Term Loans (8) (continued)

Allurion Technologies, Inc.

Health Care Technology

LIBOR+9.00%, 9.50% floor, 3.00% ETP, due 12/30/2025

Bombora, Inc.

Internet Software and Services

LIBOR+5.00%, 5.50% floor, 3.75% PIK, 2.00% ETP, due 3/31/2025 (4)

Brilliant Earth, LLC

4 unchanged sentences

Application Software

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

CloudPassage, Inc.

Data Processing & Outsourced Services

LIBOR+9.50% PIK, 12.00% floor, 7.50% ETP, due 12/15/2022 (4)

CloudPay Solutions Ltd.

CloudPay, Inc.

Human Resource & Employment Services

LIBOR+9.50%, 1.25% PIK, 11.25% floor, 3.00% ETP, due 12/15/2023 (3),(4),(11)

Credit Sesame, Inc.

Specialized Consumer Services

LIBOR+8.75%, 9.25% floor, 2.00% ETP, due 8/17/2025 (3)(13)

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

CrossRoads Extremity Systems, LLC

Health Care Technology

LIBOR+8.15%, 1.50% PIK, 8.65% floor, 3.50% ETP, due 7/1/2025 (4)

Dtex Systems, Inc.

1 unchanged sentence

LIBOR+9.50%, 10.00% floor, 1.75% ETP, due 6/1/2025

Echo 360 Holdings, Inc.

Education Services

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

Fidelis Cybersecurity, Inc.

Internet Software and Services

LIBOR+11.00%, 12.0% floor, 2.39% ETP, due 5/13/2024

2 unchanged sentences

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

Gynesonics, Inc.

3 unchanged sentences

LIBOR+9.00%, 9.50% floor, 2.50% ETP, due 11/15/2025

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

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

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

Massdrop, Inc.

Computer & Electronics Retail

Intellisite Holdings, Inc.

(dba Epic IO Technologies, Inc.)

Electronic Equipment & Instruments

LIBOR+9.75%, 10.25% floor, 2.00% ETP, due 12/17/2025

Marley Spoon AG

Internet Retail

LIBOR+8.50%, 1.25% PIK, 9.00% floor, due 6/15/2025 (3)(4)(12)

Mingle Healthcare Solutions, Inc.

Health Care Technology

LIBOR+9.50%, 11.75% floor, .25% PIK, 10.00% ETP, due 8/15/2022 (4)

Route 92 Medical, Inc.

Health Care Technology

LIBOR+8.48%, 8.98% floor, 3.95% ETP, due 7/1/2026

8 unchanged sentences

Senior Secured Term Loans (8) (continued)

(dba NationBuilder)

Application Software

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

Technology Hardware, Storage & Peripherals

SetPoint Medical Corporation

Health Care Technology

LIBOR+8.75%, 9.25% floor, 4.00% ETP, due 12/1/2025

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)

ShareThis, Inc.

4 unchanged sentences

LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 7/15/2023

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)

Snagajob.com, Inc.

Human Resource & Employment Services

LIBOR+8.50%, 9.00% floor, 2.75% ETP, due 9/1/2025

Turning Tech Intermediate, Inc.

Education Services

LIBOR+10.50%, 11.00% floor, 3.00% ETP, due 12/15/2024

VERO Biotech LLC

1 unchanged sentence

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

VTX Intermediate Holdings, Inc.

(dba VertexOne)

Application Software

LIBOR+9.00%, 9.50% floor, 4.50% ETP, due 12/28/2026

Total Senior Secured Term Loans

Second Lien Term Loans

Dejero Labs Inc.

System Software

LIBOR+5.00%, 5.50 floor, 5.00% PIK, 3.00% ETP, due 12/22/2025 (3)(4)(11)

Total Second Lien Term Loans

Preferred Stocks

2 unchanged sentences

Series G Preferred Stock (7)

CareCloud, Inc.

Health Care Technology

1 unchanged sentence

Total Preferred Stocks

Common Stocks (7)

Brilliant Earth, LLC

Internet Retail

Class P Units (18)

Porch Group, Inc.

Application Software

Common Stock (16)(19)

Quantum Corporation

Technology Hardware, Storage & Peripherals

Common Stock (3)(16)(19)

See notes to financial statements.

6 unchanged sentences

Non-Control/Non-Affiliate Investments (continued)

Common Stocks (7)

Porch Group, Inc.

Application Software

Common Stock (15)

Common Stocks (7) (continued)

Technology Hardware, Storage & Peripherals

Total Common Stocks

Aginity, Inc.

Application Software

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

AllClear ID, Inc.

1 unchanged sentence

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

Allurion Technologies, Inc.

Health Care Technology

Warrant for Series C Preferred Stock, exercise price $6.58/share, expires 3/30/2031

Aria Systems, Inc.

4 unchanged sentences

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

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

Bombora, Inc.

Internet Software and Services

Warrant for Common Stock, exercise price $3.29/share, expires 3/31/2031

CareCloud, Inc.

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

Circadence Corporation

2 unchanged sentences

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

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.

CloudPay, Inc.

Human Resource & Employment Services

Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3)(13)

Warrant for Series D Preferred Stock, exercise price $171.3182/share, expires 8/17/2031 (3)(13)

Credit Sesame, Inc.

1 unchanged sentence

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

CrossRoads Extremity Systems, LLC

Health Care Technology

Warrant for Series C Preferred Stock, exercise price $3.79/share, expires 6/29/2031

Dejero Labs Inc.

1 unchanged sentence

Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3)(11)

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

Echo 360 Holdings, Inc.

Education Services

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

See notes to financial statements.

7 unchanged sentences

Warrants (7) (continued)

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

Fidelis Cybersecurity, Inc.

Internet Software and Services

Warrant for Common Stock, exercise price $337.50/share, expires 5/13/2031 (17)

FiscalNote, Inc.

3 unchanged sentences

Health Care Technology

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

Warrant for Series G Convertible Preferred Stock, exercise price $0.04021/share, expires 11/19/2031

Internet Software and Services

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

Intellisite Holdings, Inc.

(dba Epic IO Technologies, Inc.)

Electronic Equipment & Instruments

Success fee, expires 12/17/2024 (14)

Longtail Ad Solutions, Inc.

8 unchanged sentences

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)

1 unchanged sentence

Warrant for Series C-1 Preferred Stock, exercise price $1.46432/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

Porch Group, Inc.

6 unchanged sentences

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

Route 92 Medical, Inc.

Health Care Technology

Success fee, expires 8/17/2031 (14)

Scale Computing, Inc.

1 unchanged sentence

Warrant for Common 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),(6)

See notes to financial statements.

7 unchanged sentences

Warrants (7) (continued)

SetPoint Medical Corporation

Health Care Technology

Warrant for Series B' Preferred Stock, exercise price $1.00/share, expires 6/29/2031

ShareThis, Inc.

1 unchanged sentence

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

The Kairn Corporation

Application Software

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

Snagajob.com, Inc.

Human Resource & Employment Services

Warrant for Series B-1 Preferred Stock, exercise price $1.30/share, expires 9/29/31

STN Video Inc.

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

VERO Biotech LLC

4 unchanged sentences

Treasury Bill, 0.033%, due 1/11/2022 (9)

Total U.S.Treasury

Total Investments

3 unchanged sentences

Prime Rate was 3.25%.

(2) All investments in portfolio companies, which as of December 31, 2020 represented 118.36% 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.

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

Non-qualifying assets represent 10.68% of total investments at fair value as of December 31, 2020.

Non-qualifying assets at fair value represent 12.35% of total assets as of December 31, 2021.

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

2 unchanged sentences

PIK interest is accrued and will be paid at maturity.

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

(6) Investment is domiciled in Canada.

(7) Investments are non-income producing.

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

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

See Note 3 for additional detail.

(9) 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.

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

(7) Investments are non-income producing.

(8) 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 Pivot3 Holdings, Inc., Marley Spoon AG, Mojix, Inc., and The Kairn Corporation senior secured term loans.

(9) Treasury bill with $45,000,000 par value purchased pursuant to a 0.25% reverse repurchase agreement with Goldman Sachs, dated December 30, 2021, due January 6, 2022, with a repurchase price of $44,774,963 collateralized by a 0.033% U.S.

Treasury Bill due January 11, 2022 with a par value of $45,000,000 and fair value of $45,001,560.

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

(11) Investment is domiciled in Canada.

(12) Investment is domiciled in Germany.

(13) Investment is domiciled in the United Kingdom.

See notes to financial statements .

RUNWAY GROWTH FINANCE CORP.

Schedule of Investments – (continued)

December 31, 2021

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

(13) 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.

(14) 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.

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

(16) Investment is publicly traded and listed on NASDAQ.

(16) 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.

(17) The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.

(18) As a result of Brilliant Earth Group Inc.'s (the Public Company) IPO through an Up-C structure, the Company received a share of Class B common stock in Brilliant Earth Group, Inc.

for every Class P unit it held in Brilliant Earth, LLC.

On a one-to-one basis, both the Class B common stock and Class P unit can be surrendered for Class A common stock in the Public Company.

(19) Investment is not a “restricted security” under the Securities Act.

See notes to financial statements.

2 unchanged sentences

December 31, 2021

The following table shows the fair value of the portfolio company investments in which we are deemed to exercise a controlling influence over the management or policies of the portfolio company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the portfolio company as of December 31, 2020, along with the transactions during the year ended December 31, 2020:

The Company classifies its investment portfolio in accordance with the requirements of the 1940 Act.

Control investments are investments in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.

The Company’s affiliate and control investments as of December 31, 2021, along with the transactions during the year ended December 31, 2021 are as follows:

For the Year Ended December 31, 2021

7 unchanged sentences

December 31, 2021 (3)

Control Investments

Senior Secured Term Loans

5 unchanged sentences

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 1/31/2022 (4)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021 (4)

Pivot3 Holdings, Inc.

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

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

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

Total Senior Secured Term Loans

1 unchanged sentence

Series A-1 Preferred Stock

Pivot3 Holdings, Inc.

Series 1 Preferred Stock

Total Preferred Stocks

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

2 unchanged sentences

Total Warrants

Total Control/affiliate investments

(1) Gross additions includes increases in the basis of investments resulting from new portfolio investments, PIK interest, accretion of OID, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this category from a different category.

Total Control investments

(2) Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing Investments for one or more new investments and the movement of an existing portfolio company out of this category into a different category.

(3) All investments in the portfolio company, which as of December 31, 2021 represented 4.81% 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.

(4) The Company earned no investment income from control investments.

(4) For the year ended December 31, 2021, the Company earned no investment income from control investments, except for $117,340 from Pivot3 Holdings, Inc.

See notes to financial statements.

10 unchanged sentences

Northeastern United States

South Central United States

Southeastern United States

Northwestern United States

United Kingdom

Southeastern United States

South Central United States

Midwestern United States

December 31, 2021

5 unchanged sentences

Internet Software & Services

Data Processing & Outsourced Services

Specialized Consumer Services

Human Resource & Employment Services

Data Processing & Outsourced Services

Education Services

Computer & Electronics Retail

Technology Hardware, Storage & Peripherals

Specialty Finance

Electronic Equipment & Instruments

System Software

Technology Hardware, Storage & Peripherals

Specialized Consumer Services

Computer & Electronics Retail

See notes to financial statements.

13 unchanged sentences

The sale of shares of common stock was approved by the unanimous consent of the Company’s sole director at the time.

Between December 2016 and December 2017, the Company completed its first private offering of shares of common stock to investors (the “Initial Private Offering”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and other applicable securities laws.

As of September 30, 2021, in connection with the Initial Private Offering, the Company had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.

As of September 30, 2021, the Company has completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $181,673,500.

As of September 30, 2021, the Company has issued 9,617,379 shares of its common stock for a total purchase price of $144,260,683 in connection with the Second Private Offering and $37,412,817 of capital commitments remain undrawn.

As of September 30, 2021, the Company has issued 22,564 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 $338,453.

As of September 30, 2021, the Company has issued an additional 6,647,847 shares as part of the dividend reinvestment program.

Refer to Note 6 for further detail.

On December 1, 2017, the Company completed its initial private offering (“Initial Private Offering”), in which the Company issued 18,241,157 shares of its common stock to stockholders for a total purchase price of $275,000,000 in reliance on exemptions from the registration requirements of the Securities Act, and other applicable securities laws.

As of March 31, 2022, the Company had completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $181,673,500.

As of March 31, 2022, in connection with the Second Private Offering the Company has issued 9,617,379 shares of its common stock for a total purchase price of $144,260,683.

Concurrent with the IPO (as defined below), all undrawn commitments under the Second Private Offering were cancelled.

On October 25, 2021, the Company closed its initial public offering ("IPO"), issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share.

Net of underwriting fees and offering costs, the Company received net cash proceeds of $93.0 million.

The Company has granted the underwriters an option to purchase up to an additional 1,027,500 shares of common stock at the public offering price, less the sales load payable by the Company, on or before November 19, 2021.

The Company’s common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021.

As of March 31, 2022, the Company has issued 22,564 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 $338,453 in a private offering pursuant to an exemption from registration under Regulation D of the Securities Act.

As of March 31, 2022, the Company has issued an additional 6,647,847 shares as part of the dividend reinvestment plan.

For more information, see “Note 6 – Net Assets.”

Note 2 – Summary of Significant Accounting Policies

6 unchanged sentences

The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2022, including the impact of the coronavirus (“COVID 19”) pandemic thereon.

The interim unaudited financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021.

Certain items in the September 30, 2020 financial statements have been reclassified to conform to the September 30, 2021 presentation with no net effect on the net increase in net assets resulting from operations.

The interim unaudited financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10 K, as modified by the annual report on Form 10-K/A for the year ended December 31, 2021, filed with the SEC on March 2, 2022 and March 14, 2022, respectively.

Certain items in the March 31, 2021 financial statements have been reclassified to conform to the March 31, 2022 presentation with no net effect on the net increase in net assets resulting from operations.

Use of Estimates

6 unchanged sentences

Cash and cash equivalents are held at large, established, high credit-quality financial institutions, and management believes that risk of loss associated with any uninsured balance is remote.

Subscriptions receivable

Subscriptions receivable represents amounts due from investors when capital is called under subscription agreements and not yet received;

and dividend amounts to be reinvested into the Company under the Company’s dividend reinvestment plan and not yet paid.

As of September 30, 2021, $1,139,528 represented shares to be issued to investors for called capital.

There were no subscriptions receivable as of December 31, 2020.

As of November 4, 2021, there were no subscriptions receivable outstanding.

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 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.

Deferred Debt Costs

The fees and expenses associated with opening the KeyBank credit facilities, including entering into the Credit Agreement (as defined below) (see “Note 10 – Borrowings”), and the issuance of the 2026 Senior Notes (as defined below) pursuant to the Note Purchase Agreement (as defined below) (See “Note 10 –Borrowings”) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement and the Note Purchase Agreement in accordance with ASC 470, Debt .

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

Reverse Repurchase Agreement

6 unchanged sentences

If the seller defaults or enters an insolvency proceeding, realization of the collateral by the Company may be delayed, limited or wholly denied.

Pursuant to a reverse repurchase agreement with Goldman Sachs, which expired on October 7, 2021, the Company purchased a U.S.

Treasury Bill, due October 12, 2021.

The fair value of the related collateral that the Company received for this agreement was $60,000,660 at September 30, 2021.

The Company had no outstanding reverse repurchase agreements at March 31, 2022.

Pursuant to a reverse repurchase agreement with Goldman Sachs which expired on January 6, 2022, the Company purchased a U.S.

1 unchanged sentence

The value of the related collateral that the Company received for this agreement was $45,001,500 at December 31, 2021.

At September 30, 2021 and December 31, 2020, the repurchase liability was $59,699,461 and $69,650,000, respectively, which is reflected as “Reverse repurchase agreement” on the Statement of Assets and Liabilities.

December 31, 2021, the repurchase liability was $44,774,963, which is reflected as “Reverse repurchase agreement” on the Statement of Assets and Liabilities.

Investment Transactions and Related Investment Income

14 unchanged sentences

federal income tax purposes, even though the Company has not yet collected the cash.

Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest and dividend income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or through a restructuring such that the interest and dividend income is deemed to be collectible.

As of September 30, 2021, and December 31, 2020, the Company has not written off any accrued and uncollected PIK interest and dividends.

As of September 30, 2021, the Company had six loans to Mojix, Inc.

and one loan to Pivot3 Holdings, Inc., representing an aggregate principal funded of $30,383,707 at a fair value of $23,147,803, on non-accrual status, which represents 4.59% of the Company’s net assets.

The non-accrual loans as of September 30, 2021 had total interest of $3,683,193 that would have been accrued into income.

Had the loans not been on non-accrual status, $3,070,280 would be payable, and $612,913 would be OID.

Non-Accrual of Investments

Debt investments are placed on non-accrual status when principal, interest, and other obligations become materially past due or when there is reasonble doubt that principal, interest, and other obligations will be collected in full.

At the point of non-accrual, the Company will generally cease recognizing interest income on the debt investment until all principal and interest due have been paid or the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations.

Additionally, any OID associated with the debt investment is no longer accreted to interest income as of the date the loan is placed on non-accrual status.

Any payments received on non-accrual loans are first applied to principal prior to recovery of any foregone interest or end of term payment fees.

Non-accrual loans are restored to accrual status when past due principal or interest are paid, and, in management’s judgment are likely to remain current.

The Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection such that the Company will be made whole on the investment, inclusive of interest and end of term payment fees.

As of March 31, 2022, and December 31, 2021, the Company has not written off any accrued and uncollected PIK interest and dividends.

As of March 31, 2022, the Company had one loan to Pivot3 Holdings, Inc., representing an aggregate principal funded of $18,598,265 at a fair value of $14,649,788, on non-accrual status, which represents 2.45% of the Company’s net assets.

The non-accrual loan as of March 31, 2022 had total interest of $1,870,522 that would have been accrued into income.

Had the loan not been on non-accrual status, $1,691,927 would be payable, and $178,595 would be OID.

As of December 31, 2021, the Company had six loans to Mojix, Inc.

representing an aggregate principal funded of $11,865,327 at a fair value of $8,961,080, on non-accrual status, which represented 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 three and nine months ended September 30, 2021, approximately 2.4% and 4.5%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

For the three and nine months ended September 30, 2020, approximately 11.0% and 5.7%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

and one loan to Pivot3 Holdings, Inc., representing an aggregate principal funded of $30,278,707 at a fair market value of $28,259,976, on non-accrual status, which represents 4.66% of the Company’s net assets.

The non-accrual loans as of December 31, 2021 had total interest of $4,760,387 that would have been accrued into income.

Had the loans not been on non-accrual status, $4,064,620 would be payable, and $695,767 would be original issue discount.

For the three months ended March 31, 2022, approximately 7.4%, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

For the three months ended March 31, 2021, approximately 5.8%, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

Valuation of Investments

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These investments are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indices for these types of debt instruments and, thus, RGC’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

Rule 2a-5 under the 1940 Act was adopted by the SEC in December 2020 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act.

Rule 2a-5 under the 1940 Act was adopted by the SEC in December 2020 and establishes a framework for determining fair value in good faith for purposes of the 1940 Act.

The Company is evaluating the impact of adopting Rule 2a-5 on the financial statements and intends to comply with the new rule’s requirements on or before the compliance date in September 2022.

Investment Valuation Techniques

Valuation methodologies involve a significant degree of judgment.

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.

The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed.

In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.

Debt Investments:

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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 signficiant increase or decrease in these unobservable inputs.

Under certain circumstances, the Company may use an alternative technique to value the debt investments to be acquired by the Company that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Fair value of warrants is primarily determined using a Black Scholes option-pricing model.

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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 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.

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.

● Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant.

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The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.

These valuation methodologies involve a significant degree of judgment.

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.

The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed.

In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.

Equity Investments.

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These assets are recorded at fair value on a recurring basis.

These valuation methodologies involve a significant degree of judgment.

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

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

The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed.

In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash and accrued liabilities, approximate fair value due to their short-term nature.

Fair value of the Company’s Credit Agreement is estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if applicable.

As of both March 31, 2022 and December 31, 2021, the Company believes that the carrying value of its Credit Agreement approximates fair value.

The 2026 Senior Notes are carried at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the notes.

As of March 31, 2022, the Company believes that the carrying value of the 2026 Senior Notes approximates fair value.

Investment Classification

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As defined in the 1940 Act, control investments are those where the investor has the ability or power to exercise a controlling influence over the management or policies of a company.

Control is generally deemed to exist when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the voting securities of a company.

Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through the possession outright, or via the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of a company.

Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through the possession outright, or via the right to acquire within 60 days or less, beneficial ownership between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation.

Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assumes the risks for gains or losses related to that instrument.

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The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740").

ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in Consolidated Financial Statements.

ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the Financial Statements.

ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not"

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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 at September 30, 2021 or December 31, 2020.

There were no material uncertain income tax positions at March 31, 2022 or December 31, 2021.

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

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

If the Company does not timely distribute (or is not deemed to have distributed) each calendar year the sum of (1) at least 98% of its net ordinary income (not taking into account any capital gains or losses) for each calendar year, (2) at least 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 in that calendar year (unless the Company makes an election to use its taxable year) and (3) any net ordinary income and net capital gain recognized in preceding years on which the Company paid no U.S.

ending on October 31 in that calendar year (unless the Company makes an election to use its taxable year) and (3) any net ordinary income and net capital gain recognized in preceding years on which the Company paid no U.S.

federal income tax (the “Minimum Distribution Amount”), the Company will generally be required to pay a nondeductible U.S.

federal excise tax equal to 4% of the amount by which the Minimum Distribution Amount exceeds the distributions for the year.

To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual

effective excise tax rate.

The annual effective U.S.

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Basic and diluted earnings per common share is calculated using the weighted-average number of common shares outstanding for the period presented.

For the three and nine months ended September 30, 2021 and 2020, basic and diluted earnings per share of common stock were the same because there were no potentially dilutive securities outstanding.

For the three months ended March 31, 2022 and 2021, basic and diluted earnings per share of common stock were the same because there were no potentially dilutive securities outstanding.

Per share data is based on the weighted-average shares outstanding.

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The Company generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, subject to the discretion of the Board of Directors.

For the three and nine months ended September 30, 2021, the Company declared and paid dividends in the amount of $11,114,754 and $34,597,684, respectively, of which $2,713,539 and $7,602,878, respectively, was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

For the three and nine months ended September 30, 2020, the Company declared dividends in the amount of $9,697,099 and $29,264,163, respectively, of which $1,762,387 and $5,405,487, respectively, was distributable in cash and the remainder distributable in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

For the three months ended March 31, 2022, the Company declared and paid dividends in the amount of $11,172,667, of which $3,753,085 was distributed in cash and the remainder distributed in shares to stockholders, purchased in the open market pursuant to the Company’s dividend reinvestment plan.

For the three months ended March 31, 2021, the Company declared dividends in the amount of $11,623,199, of which $2,439,979 was distributable in cash and the remainder distributable in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

Organization and Offering Costs

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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.

As a result, for the three and nine months ended September 30, 2021 and 2020, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering.

Offering costs related to new or follow-on offerings, including the Second Private Offering, were accumulated and charged to additional paid in capital at the time of closing beginning in 2019.

As a result, for the three months ended March 31, 2022 and 2021, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering.

Offering costs related to the Second Private Offering were accumulated and charged to additional paid in capital at the time of closing beginning in 2019.

These offering costs related to the Second Private Offering are subject to a cap of $600,000, excluding placement agent fees which have no cap, of which the Company will bear the cost.

As of September 30, 2021 and December 31, 2020, respectively, the Company had accumulated and recorded $646,362 and $608,989 of offering costs related to the Second Private Offering.

As of each of September 30, 2021 and December 31, 2020, respectively, $186,198 and $123,009 in placement agent fees had been incurred.

As of each of March 31, 2022 and December 31, 2021, the Company had accumulated and recorded $651,991 of offering costs related to the Second Private Offering.

As of each of

March 31, 2022 and December 31, 2021, $186,198 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.

As of September 30, 2021 and December 31, 2020, respectively, we had accumulated and recorded $439,929 and $0 of deferred offering costs related to the Company’s initial public offering.

Offering costs related to the IPO were accumulated and charged to additional paid in capital at the time of closing in October 2021.

As of each of March 31, 2022 and December 31, 2021, we had accumulated and recorded $6,970,599 of offering costs related to the Company’s IPO.

The offering costs are fully born by the Company and include underwriting fees, legal fees, and other costs pertaining to the preparation of the Company’s offering materials as well as travel-related expenses.

Recent Accounting Pronouncements

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2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No.

2020-04 and 2021-01 on the consolidated financial statements.

2020-04 and 2021-01 on the financial statements.

The Company did not utilize the optional expedients and exceptions provided in this guidance during the three months ended March 31, 2022 and 2021.

Note 3 – Commitments and Contingencies

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

At September 30, 2021, the Company had $165,345,185 in unfunded loan commitments to provide debt financing to its portfolio companies.

The balance of unfunded commitments to extend financing as of September 30, 2021 was as follows:

At March 31, 2022, the Company had $230,984,615 in unfunded loan commitments to provide debt financing to its portfolio companies.

The balance of unfunded commitments to extend financing as of March 31, 2022 was as follows:

Portfolio Company

Investment Type

September 30, 2021

March 31, 2022

Allurion Technologies, Inc.

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Senior Secured Term Loan

Credit Sesame, Inc.

Revolving Line

CrossRoads Extremity Systems, LLC

Senior Secured Term Loan

Dtex Systems, Inc.

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Senior Secured Term Loan

Intellisite Holdings, Inc.

(dba Epic IO Technologies, Inc.)

Senior Secured Term Loan

Marley Spoon AG

Senior Secured Term Loan

Mustang Bio, Inc.

Senior Secured Term Loan

Revelle Aesthetics, Inc.

Senior Secured Term Loan

Route 92 Medical, Inc.

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December 31, 2021

CloudPassage, Inc.

Allurion Technologies, Inc.

Senior Secured Term Loan

Credit Sesame, Inc.

Revolving Line

CloudPay, Inc.

Senior Secured Term Loan

CrossRoads Extremity Systems, LLC

Senior Secured Term Loan

Dtex Systems, Inc.

Senior Secured Term Loan

Gynesonics, Inc.

Senior Secured Term Loan

Intellisite Holdings, Inc.

(dba Epic IO Technologies, Inc.)

Senior Secured Term Loan

Marley Spoon AG

Senior Secured Term Loan

Route 92 Medical, Inc.

Senior Secured Term Loan

SetPoint Medical Corporation

Senior Secured Term Loan

ShareThis, Inc.

Senior Secured Term Loan

Snagajob.com, Inc.

Senior Secured Term Loan

VERO Biotech LLC

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Total unused commitments to extend financing

The Company’s management believes that its available cash balances, availability under the Credit Agreement and/or ability to drawdown capital from investors provides sufficient funds to cover its unfunded commitments as of September 30, 2021.

The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of September 30, 2021 and December 31, 2020.

The Company’s management believes that its available cash balances, availability under the Credit Agreement provides sufficient funds to cover its unfunded commitments as of March 31, 2022.

The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of March 31, 2022 and December 31, 2021.

The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material proceeding threatened against the Company.

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

Other Commitments and Contingencies

On February 24, 2022, the Board of Directors approved a repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $25 million of its outstanding common stock.

Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations.

Unless extended by the Board of Directors, the repurchase program will terminate 12-months from the date it was approved.

As of March 31, 2022, 31,782 shares of our common stock were repurchased under the Repurchase Program for an aggregate repurchase price of $409,223.

Note 4 – Concentration of Credit Risk

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Note 5 – Net Increase in Net Assets Resulting from Operations per Common Share

The following information sets forth the computation of basic income per common share for the three and nine months ended September 30, 2021 and 2020:

The following information sets forth the computation of basic income per common share for the three months ended March 31, 2022 and 2021:

Three Months Ended

Nine Months Ended

September 30,

March 31, 2022

March 31, 2021

Net increase in net assets resulting from operations

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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 three months ended September 30, 2021, the Company issued 575,032 shares for $8,401,215 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended September 30, 2021:

Distributable

Balance, beginning of period

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 period

During the nine months ended September 30, 2021, the Company issued 1,830,974 shares for $26,994,806 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the nine months ended September 30, 2021:

Distributable

Balance, beginning of period

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 period

During the three months ended September 30, 2020, the Company issued 550,639 shares for $7,934,712 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended September 30, 2020:

On October 25, 2021, the Company closed its IPO, issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share.

Net of underwriting fees and offering costs, the Company received net cash proceeds of approximately $93 million.

The Company’s common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021.

Prior to October 25, 2021, the Company entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s common shares.

Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective capital commitment on an as-needed basis each time the Company delivered a drawdown notice to its investors.

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 March 31, 2022, the Company accepted $181,673,500 in capital commitments under its Second Private Offering.

As of March 31, 2022 and December 31, 2021, the Company had issued 9,617,379 shares of common stock for aggregate proceeds of $144,260,683 under the Second Private Offering.

Concurrent with the IPO, all undrawn commitments under the Second Private Offering were cancelled.

As of March 31, 2022, the Company has issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at $15.00 per share for total proceeds of $338,453 in a private offering pursuant to an exemption from registration under Regulation D of the Securities Act.

During the three months ended March 31, 2022, the Company repurchased 31,782 shares for an aggregate purchase price of $409,223 in connection with its Repurchase Program and no shares were issued in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended March 31, 2022:

Distributable

Balance, beginning of period

Acquisition of treasury shares

Issuance of common stock

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Balance, end of period

During the nine months ended September 30, 2020, the Company issued 1,654,791 shares for $23,858,677 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the nine months ended September 30, 2020:

During the three months ended March 31, 2021, the Company issued 618,815 shares for $9,183,220 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended March 31, 2021:

Distributable

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Balance, end of period

The shares of common stock issued, the price per share and the proceeds raised, from inception through September 30, 2021, are detailed in the following table:

The shares of common stock issued, the price per share and the proceeds raised, from inception through March 31, 2022, are detailed in the following table:

Issuance Date

Gross Proceeds

October 8, 2015

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September 29, 2021

October 25, 2021

Shares were issued as part of the dividend reinvestment plan.

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

Between June 14, 2019 and September 30, 2021, the Company accepted $181,673,500 in capital commitments under its Second Private Offering.

As of September 30, 2021 and December 31, 2020, respectively, the Company issued 9,617,379 and 8,352,251 shares of its common stock for aggregate proceeds of $144,260,683 and $125,283,766 under the Second Private Offering.

As of September 30, 2021, the Company has issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at $15.00 per share for total proceeds of $338,453.

For more information, see “Recent Developments.”

Capital commitments may be drawn down from investors 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 second amended and restated investment advisory agreement, by and between the Company and RGC (the “Advisory Agreement”), and/or maintaining a reserve account for the payment of future expenses or liabilities.

On September 15, 2021, the Company delivered an optional capital drawdown notice (the “Option Notice”) to its investors relating to the investors remaining unfunded capital commitments.

The Option Notice provided investors with the ability to elect to either (i) fund their remaining unfunded capital commitment in full or (ii) not fund their remaining unfunded capital commitment without being considered in default under the terms of the subscription agreement, in either case by returning the Option Notice to the Company no later than September 20, 2021.

Pursuant to the Option Notice, the Company sold 1,265,128 shares of common stock, par value $0.01 per share for an aggregate offering price of $18,976,917.

The sale closed on September 29, 2021.

As of September 30, 2021 the Company had $37,412,817 remaining in unfunded capital commitments.

Note 7 – Related Party Agreements and Transactions

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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 (together with a subsequent amendment thereto, the “Prior Agreement”).

On April 7, 2021, the Board of Directors approved the Advisory Agreement at a virtual meeting and recommended that the Company’s stockholders approve the Advisory Agreement.

On August 3, 2017, the Board of Directors approved certain amendments to the Prior Agreement (the “First Amended and Restated Advisory Agreement”) and recommended that the Company’s stockholders approve the First Amended and Restated Advisory Agreement.

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

On April 7, 2021, the Board of Directors approved certain additional amendments to the advisory agreement (the “Advisory Agreement”) at a virtual meeting and recommended that the Company’s stockholders approve

the Advisory Agreement.

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 which was held in July 2021.

The Advisory Agreement amended the Prior Advisory Agreement to include certain revisions to the management and incentive fee calculation mechanisms and clarify language relating to liquidity events.

The Advisory Agreement became effective on May 27, 2021 upon approval by the stockholders at a special meeting of stockholders of the Company.

The Advisory Agreement amended the Prior Advisory Agreement to include certain revisions to the management and incentive fee calculation mechanisms and clarify language relating to liquidity events.

Under the terms of the Advisory Agreement, RGC:

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The base management fee will be an amount equal to 0.40% (1.60% 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 equal or greater than $500,000,000 but less than $1,000,000,000.

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.

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 PIK 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 less than $500,000,000 the base management fee will be an amount equal to 0.4375% (1.75% 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.

RGC earned base management fees of $2,301,656 and $6,647,207 for the three and nine months ended September 30, 2021, respectively, and $1,721,913 and $5,017,590 for the three and nine months ended September 30, 2020, respectively.

RGC earned base management fees of $2,559,936 for the three months ended March 31, 2022, and $2,069,209 for the three months ended March 31, 2021, respectively.

Incentive Fee

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For this purpose, “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) that the Company accrues during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the amended and restated administration agreement with the Administrator (the “Administration Agreement”), and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee).

Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income the Company has not yet received in cash;

Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with pay in kind interest and zero coupon securities), accrued income the Company has not yet received in cash;

provided, however, that the portion of the Income Incentive Fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued.

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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).

Until the consummation of 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 exceeded 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 was less than 10.0%, no

Income Incentive Fee would 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 was 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%;

Prior to the consummation of the IPO, 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 exceeded 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 was less than 10.0%, no Income Incentive Fee would 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 was 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 would any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of such quarter.

2 unchanged sentences

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

RGC earned incentive fees of $2,686,475 and $6,498,482, respectively, for the three and nine months ended September 30, 2021;

$2,171,245 and $5,140,115, respectively, of the incentive fees for the three and nine months ended September 30, 2021 were earned, payable in cash, and $515,230 and $1,358,367, respectively, of the incentive fees for the three and nine months ended September 30, 2021 were accrued and generated from deferred interest (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned incentive fees for the three and nine months ended September 30, 2020 of $1,650,930 and $4,871,907, respectively;

$1,126,379 and $3,659,134, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were earned, payable in cash, and $524,551 and $1,212,773, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were accrued and deferred (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned incentive fees of $1,343,996 for the three months ended March 31, 2022;

$1,056,223 of the incentive fees for the three months ended March 31, 2022 were earned, payable in cash, and $287,773 of the incentive fees for the three months ended

March 31, 2022 were accrued and generated from deferred interest (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned incentive fees for the three months ended March 31, 2021 of $975,704;

$739,231 of the incentive fees for the three months ended March 31, 2021 were earned, payable in cash, and $236,473 of the incentive fees for the three months ended March 31, 2021 were accrued and deferred (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

Both currently payable in cash, $1,142,175 and $2,493,508, and deferred incentive fees, $3,718,563 and $3,516,742, are included in accrued incentive fees on the Statements of Assets and Liabilities as of March 31, 2022 and December 31, 2021, respectively.

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

1 unchanged sentence

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 Advisory Agreement.

As of each of September 30, 2021 and December 31, 2020, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.

As of each of March 31, 2022 and December 31, 2021, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.

Spin-Off Incentive Fee

The Income Incentive Fee will be payable in connection with a Public Fund Spin-Off as follows.

The Income Incentive Fee will be calculated as of the date of the completion of each Public Fund Spin-Off and will equal the amount of Income Incentive Fee that would be payable to RGC if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders and paid as incentive fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the amount of the Income Incentive Fee;

The Income Incentive Fee payable in connection with a Public Fund Spin-Off, including the IPO, as follows.

The Income Incentive Fee is calculated as of the date of the completion of each Public Fund Spin-Off and will equal the amount of Income Incentive Fee that would be payable to RGC if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders and paid as incentive fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the amount of the Income Incentive Fee;

provided, however, that in no event will the Income Incentive Fee paid in connection with the completion of the Public Fund Spin-Off (x) include the portion of the Income Incentive Fee attributable to deferred interest features of a particular investment that is not transferred pursuant to the Public Fund Spin-Off until such time as the deferred interest is received in cash, or (y) exceed 20.0% of the Company’s Pre-Incentive Fee net investment income accrued by the Company for the fiscal quarter as of the date of the completion of the Public-Fund Spin-Off.

1 unchanged sentence

After the Public Fund Spin-Off, all calculations relating to the incentive fee payable will be made beginning on the day immediately following the completion of the Public Fund Spin-Off without taking into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto).

The Capital Gains Fee will be payable in respect of the exchanged shares of the Company’s common stock in connection with the Public Fund Spin-Off and will be calculated as of the date of the completion of the Public Fund Spin-Off as if such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee.

No Income Incentive Fee or Capital Gains Fee will be payable in connection with the Public Fund Spin-Off unless, on the date of the completion of the Public Fund Spin-Off, 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 the Public Fund Spin-Off, 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.

The Capital Gains Fee is payable in respect of the exchanged shares of the Company’s common stock in connection with the Public Fund Spin-Off and is calculated as of the date of the completion of the Public Fund Spin-Off as if such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee.

No Income Incentive Fee or Capital Gains Fee is payable in connection with the Public Fund Spin-Off unless, on the date of the completion of the Public Fund Spin-Off, 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 the Public Fund Spin-Off, 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.

Administration Agreement

1 unchanged sentence

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.

The Company reimbursed the Administrator $261,630 and $741,012, respectively, during the three and nine months ended September 30, 2021.

As of September 30, 2021, the Company had accrued a net payable to the Administrator of $227,038.

Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2021, $206,167 and $643,606, respectively, was related to overhead allocation expense.

The Company reimbursed the Administrator $127,095 and $433,424, respectively, during the three and nine months ended September 30, 2020.

As of September 30, 2020, the Company accrued a net payable to the Administrator of $124,215.

Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2020, $136,826 and $411,520, respectively, was related to overhead allocation expense.

The Company reimbursed the Administrator $288,108 during the three months ended March 31, 2022.

As of March 31, 2022, the Company had accrued a net payable to the Administrator of $194,748.

Of the total amount reimbursed and accrued during the

three months ended March 31, 2022, $252,283 was related to overhead allocation expense.

The Company reimbursed the Administrator $315,540 during the three months ended March 31, 2021.

As of March 31, 2021, the Company accrued a net payable to the Administrator of $32,858.

Of the total amount reimbursed and accrued during the three months ended March 31, 2021, $285,915 was related to overhead allocation expense.

As of December 31, 2021, the Company had accrued a net payable to the Administrator of $221,243.

Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $179,500 and $420,360 for the three and nine months ended September 30, 2021, respectively.

Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $132,715 and $378,395 for the three and nine months ended September 30, 2020, respectively.

License Agreement

3 unchanged sentences

Oaktree Strategic Relationship

In December 2016, the Company and RGC entered into a strategic relationship with Oaktree Capital Management, L.P.

As part of the strategic relationship, OCM Growth Holdings, LLC, a Delaware limited liability company (“OCM”) managed by Oaktree, made an initial $125.0 million capital commitment to the Company, which was subsequently increased to $139.0 million (the “Initial OCM Commitment”).

On September 14, 2019, in connection with the Second Private Offering, the Company accepted a capital commitment from OCM in the amount of $112.5 million (the “Subsequent OCM Commitment and, together with the Initial OCM Commitment, the “OCM Commitment”).

As of September 30, 2021, OCM owned 19,200,496 shares of our common stock or 56% of our total issued and outstanding shares.

Pursuant to an irrevocable proxy, the shares of the Company’s common stock held by OCM must be voted in the same manner that our other stockholders vote their shares.

In connection with the OCM Commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM, pursuant to which OCM has a right to nominate a member of the Company’s Board of Directors for election for so long as OCM holds shares of the Company’s common stock in an amount equal to, in the aggregate, at least one-third (33%) of OCM’s initial $125 million capital commitment.

In connection with the strategic relationship, OCM purchased an aggregate of 14,571,334 shares of our common stock for an aggregate purchase price of $219.3 million in our Initial Private Offering and our Second Private Offering.

As of March 31, 2022, OCM owns 21,129,668 shares of our common stock or approximately 51% of our total issued and outstanding shares.

OCM has granted a proxy to us pursuant to which the shares held by OCM will be voted in the same proportion as our other stockholders vote their shares.

In connection with OCM’s commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM, pursuant to which OCM has a right to nominate a member of the Company’s Board of Directors for election for so long as OCM holds shares of the Company’s common stock in an amount equal to, in the aggregate, at least one-third (33%) of OCM’s initial $125 million capital commitment.

Brian Laibow, Co-Head of North America & Managing Director Opportunities Funds, serves on the Company’s Board of Directors as OCM’s director nominee and is considered an interested director.

OCM also holds a minority interest in RGC and has the right to appoint a member of RGC’s board of managers and a member of RGC’s investment committee.

Laibow is OCM’s appointee to RGC’s board of managers and investment committee.

In connection with the Subsequent OCM Commitment, OCM also purchased additional equity in RGC.

Brian Laibow is OCM’s appointee to RGC’s board of managers and investment committee.

OCM also purchased additional equity in RGC in connection with its commitment to the Company.

Note 8 – Fair Value Measurements

1 unchanged sentence

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

The following tables present information about the Company’s assets and liabilities measured at fair value as of September 30, 2021 and December 31, 2020, respectively:

As of September 30, 2021

The following tables present information about the Company’s assets and liabilities measured at fair value as of March 31, 2022 and December 31, 2021, respectively:

As of March 31, 2022 (Unaudited)

Portfolio Investments

Senior Secured Term Loans

Second Lien Term Loans

Preferred Stock

Total Portfolio Investments

Treasury Bill

Total Investments

1 unchanged sentence

Portfolio Investments

Corporate Bonds

Senior Secured Term Loans

Second Lien Term Loans

Preferred Stock

3 unchanged sentences

The Company recognizes transfers into and out of the levels indicated above at the end of each reporting period.

During the period ended September 30, 2021, the Company had warrant investments converted to common stock investments, resulting in an asset transfer out of Level 3 and into Level 2 at the fair value of $15,305,039.

There were no transfers into or out of the levels during the year ended December 31, 2020.

The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2021:

During the three months ended March 31, 2022, the Company had common stock investments with restrictions lifted, resulting in an asset transfer out of Level 2 and into Level 1 at the fair value of $5,421,235.

During the year ended December 31, 2021, the Company had warrant investments converted to common stock investments, resulting in an asset transfer out of Level 3 and into Level 2 at the fair value of $15,305,039.

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2022:

Senior Secured

3 unchanged sentences

Sales or repayments of investments (1)

(202,045,467)

(202,132,301)

Transfers out of Level 3

1 unchanged sentence

Change in unrealized appreciation (depreciation)

Fair value at September 30, 2021

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2021

Fair value at March 31, 2022

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of March 31, 2022

(1) Includes PIK interest, net of reorganization and restructuring of investments.

The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2020:

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2021:

Senior Secured

3 unchanged sentences

Sales or repayments of investments (1)

Transfers out of Level 3

Realized gain (loss)

Change in unrealized appreciation (depreciation)

Fair value at September 30, 2020

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2020

Fair value at March 31, 2021

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of March 31, 2021

(1) Includes PIK interest, net of reorganization and restructuring of investments.

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021:

The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022:

Valuation Technique

1 unchanged sentence

(Weighted Average)

Recent private market and merger and acquisition transaction prices

Preferred Stock

9 unchanged sentences

25.0% - 39.5% (32.5%)

Second Lien Term Loans (1)

Discounted Cash Flow analysis

Discount rate

12.2% - 12.2% (12.2%)

Option pricing model

4 unchanged sentences

Estimated time to exit

0.3-5.0 yrs (1.9 yrs)

0.8 - 5.4 (2.0 yrs)

Revenue multiples

20 unchanged sentences

16.3% - 25.0% (20.8%)

Second Lien Term Loans (1)

Discounted Cash Flow analysis

Discount rate

12.2% - 12.2% (12.2%)

Option pricing model

4 unchanged sentences

Estimated time to exit

0.3-9.2 (1.5) years

0.5 - 5.7 (2.0 yrs)

Revenue multiples

11 unchanged sentences

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the 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 OPMs used during the period ended September 30, 2021 and the year ended December 31, 2020.

The Equity Allocation model and the Black Scholes model were the main OPMs used during the period ended March 31, 2022 and the year ended December 31, 2021.

Probability Weighted Expected Return Models (“PWERM”) and other techniques were used as determined appropriate.

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.

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.

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.

12 unchanged sentences

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

For the three and nine months ended September 30, 2021, the Company had a net realized gain (loss) of $72,371 and $(418,037), respectively, and a net

change in unrealized depreciation of $2,463,752 and $3,076,220, respectively, from its investments in warrants.

For the three and nine months ended September 30, 2020, the Company had net realized gains of $2,900 and $1,182,651, respectively, and a net change in unrealized appreciation of $1,796,815 and $3,612,246, respectively, from its investments in warrants.

For the three months ended March 31, 2022, the Company had a net realized loss of $267,389, and a net change in unrealized appreciation of $1,178,812, from its investments in warrants.

For the three months ended March 31, 2021, the Company had a net realized loss of $216,610, and a net change in unrealized depreciation of $2,262,612, from its investments in warrants.

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

Treasury Bills on the Statement of Operations.

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

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

Treasury Bills.

2 unchanged sentences

The Company’s Board of Directors considers the effects of counterparty risk when determining the fair value of its investments in warrants.

Note 10 – Credit Facilities

Note 10 – Borrowings

On December 10, 2021, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $70,000,000 in aggregate principal amount of 4.25% Series 2021A Senior Notes due 2026 (the “2026 Senior Notes”) to institutional accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) in a private placement.

The 2026 Senior Notes were issued in two closings.

The initial issuance of $20 million 2026 Senior Notes closed on December 10, 2021 and the second and final issuance of $50 million 2026 Senior Notes closed on February 10, 2022.

The 2026 Senior Notes bear an interest rate of 4.25% per year and are due on December 10, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms.

Interest on the 2026 Senior Notes will be due semiannually.

The interest rate is subject to a 1.00% increase in the event that, subject to certain exceptions, the 2026 Senior Notes cease to have an investment grade rating or receive an investment grade rating below the Investment Grade (as defined in the Note Purchase Agreement).

The 2026 Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

Aggregate offering costs in connection with the 2026 Senior Notes issuance, including the underwriter’s discount and commissions, were $899,277 which were capitalized and deferred.

As of March 31, 2022 and December 31, 2021, unamortized deferred debt costs related to the 2026 Senior Notes were $860,614 and $376,029, respectively, and were included in the Total debt, less unamortized deferred debt costs on the Statements of Assets and Liabilities.

For the three months ended March 31, 2022, the components of interest expense and related fees for the 2026 Senior Notes are as follows:

Three Months Ended

March 31, 2022

Stated interest expense

Amortization of deferred debt costs

Total cost of debt

Weighted average cost of debt

On May 31, 2019, the Company entered into a Credit Agreement, as subsequently amended (the “Credit Agreement”), by and among the Company, as borrower, KeyBank National Association, as administrative agent, syndication agent, and a lender, CIBC Bank USA (“CIBC”), as documentation agent and a lender, U.S.

24 unchanged sentences

(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;

(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.

21 unchanged sentences

and certain bankruptcy and liquidation events.

For the three and nine months ended September 30, 2021, the weighted average outstanding debt balance was $90,673,913 and $86,487,179, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.5% and 3.5%, respectively.

For the three and nine months ended September 30, 2020, the weighted average outstanding debt balance was $47,657,609 and $18,596,715, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.30% and 3.60%, respectively.

As of September 30, 2021, the Company had $80,000,000 outstanding under the Credit Agreement with maturity as follows:

Loan Facility

For more information on the Credit Agreement, see “Note 12.

Subsequent Events.”

For the three months ended March 31, 2022 and 2021, the components of interest expense and related fees for the KeyBank Credit Agreement are as follows:

Three Months Ended

March 31, 2022

March 31, 2021

Stated interest expense

Amortization of deferred debt costs

Total cost of debt

Weighted average cost of debt

For the three months ended March 31, 2022, the weighted average outstanding debt balance was $89,411,111, and the weighted average effective interest rate was 3.91%.

For the three months ended March 31, 2021, the weighted average outstanding debt balance was $82,688,889, and the weighted average effective interest rate was 3.50%.

As of March 31, 2022, the Company had $86,000,000 outstanding under the Credit Agreement and $70,000,000 of 2026 Senior Notes outstanding under the Note Purchase Agreement, each with maturities as follows:

KeyBank National Association Loan Facility

As of December 31, 2020, the Company had $99,000,000 outstanding under the Credit Agreement with maturity as follows:

Series 2021A Senior Notes due 2026

As of December 31, 2021, the Company had $61,000,000 outstanding under the Credit Agreement and $20,000,000 of 2026 Senior Notes outstanding under the Note Purchase Agreement, each with maturities as follows:

Loan Facility

KeyBank National Association Loan Facility

Series 2021A Senior Notes due 2026

Note 11 – Financial Highlights

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

March 31, 2022

March 31, 2021

Per Share Data (1) :

11 unchanged sentences

Average net assets (5)

Annualized ratio of net operating expenses to average net assets (6),(7)

Annualized ratio of net increase (decrease) in net assets resulting from operations to average net assets (7)

Ratio of net operating expenses to average net assets (6)(7)

Ratio of net increase (decrease) in net assets resulting from operations to average net assets (7)

Portfolio turnover rate (8)

(1) Financial highlights are based on weighted-average shares outstanding.

1 unchanged sentence

The total returns are not annualized.

(3) Return from investment operations was 2.19% and 2.43% for the three months ended September 30, 2021 and 2020, respectively.

Return from investment operations was 7.01% and 7.00% for the nine months ended September 30, 2021 and 2020, respectively.

(3) Return from investment operations was 2.05% and 2.43% for the three months ended March 31, 2022 and 2021, respectively.

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

(4) Return from accretion was 0.21% and 0.07% for the three months ended September 30, 2021 and 2020, respectively.

Return from accretion was 0.13% and (0.06)% for the nine months ended September 30, 2021 and 2020, respectively.

(5) The annualized ratio of net investment income to average net assets was 10.48% and 10.83% for the three months ended September 30, 2021 and 2020, respectively.

The annualized ratio of net investment income to average net assets was 9.82% and 9.74% for the nine months ended September 30, 2021 and 2020, respectively.

(6) The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 4.26% and 3.06% for the three months ended September 30, 2021 and 2020, respectively.

The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.83% and 3.08% for the nine months ended September 30, 2021 and 2020, respectively

(4) Return from accretion was 0.00% and 0.07% for the three months ended March 31, 2022 and 2021, respectively.

(5) The annualized ratio of net investment income to average net assets was 8.93% and 10.46% for the three months ended March 31, 2022 and 2021, respectively.

(6) The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.62% and 3.39% for the three months ended March 31, 2022 and 2021, respectively.

(7) Incentive fees are not annualized.

(8) The portfolio turnover rate for the three months ended March 31, 2022 and 2021 equals the lesser of investment portfolio purchases or sales during the period, divided by the average investment portfolio value during the period.

As such, portfolio turnover rate is not annualized.

Note 12 – Tax Information

Federal income tax regulations differ from accounting principles generally accepted in the United States and distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

Differences may be permanent or temporary in nature.

Permanent differences are reclassified among capital accounts in the financial statements to reflect their appropriate tax character.

Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

The following table sets forth the tax cost basis and the estimated aggregate gross unrealized appreciation and depreciation from investments for federal income tax pusposes as of and for the three months ended March 31, 2022 and the year ended December 31, 2021:

March 31, 2022

December 31, 2021

Tax cost on investments

Unrealized appreciation

Unrealized depreciation

Net unrealized appreciation/(depreciation) from investments

Note 13 - Subsequent Events

The Company evaluated events subsequent to September 30, 2021 through November 4, 2021.

On October 18, 2021, Credit Sesame, Inc.

prepaid its outstanding principal balance of $41,047,728.

In addition, the Company received cash proceeds of $2,140,678 in conjunction with ETP, prepayment fees, and interest for total proceeds of $43,188,406.

On October 19, 2021, the Company entered into an amendment to the Credit Agreement to make certain immaterial clarifications to the terms of the Credit Agreement.

On October 25, 2021, the Company closed its IPO, issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share.

Net of underwriting fees, the Company received total net cash proceeds of $94.0 million, before expenses.

The Company’s common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021.

In connection with IPO, the Board approved an amended and restated dividend reinvestment plan (the “New DRIP”), which became effective on October 25, 2021, concurrent with the IPO.

Pursuant to the New DRIP, among other changes, with respect to each cash dividend or distribution, the Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of Participants (as defined in the New DRIP).

If newly issued shares are used to implement the New DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such Participant by the market price per share of the Company’s Common Stock at the close of regular trading of the Nasdaq Global Select Market on the Payment Date (as defined in the New DRIP), or if no sale is reported for such day, the average of the reported bid and asked prices.

However, if the market price per share on the Payment Date exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share).

If shares are purchased in the open market to implement the New DRIP, the number of shares to be issued to a Participant shall be determined by dividing the dollar amount of the distribution payable to such Participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution.

On October 26, 2021, the Company funded an investment of $8,775,000 to Marley Spoon AG.

On October 28, 2021, the Company declared a dividend of $0.25 per share payable on November 22, 2021 to shareholders of record as of November 8, 2021.

The Company evaluated events subsequent to March 31, 2022 through May 5, 2022.

On April 20, 2022, the Company entered into a certain amended and restated credit agreement (the “Amended and Restated Credit Agreement”) among the Company, as borrower, the financial institutions party thereto as lenders (the “Lenders”), KeyBank National Association, as administrative agent for Lenders (“Administrative Agent”) and a Lender, CIBC Bank USA, as documentation agent and a Lender, MUFG Union Bank, N.A.

as co-documentation agent, and U.S.

Bank Trust Company, National Association, as collateral custodian and paying agent.

Effective as of April 20, 2022, the Amended and Restated Credit Agreement amended and restated that certain Credit Agreement, dated as of May 31, 2019, among the Company, as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative agent and a lender, CIBC Bank USA, as documentation agent and a lender, MUFG Union Bank, N.A.

as co-documentation agent, and U.S.

Bank, National Association, as collateral custodian and paying agent (as amended prior to April 20, 2022, the “Prior Credit Agreement”).

The Amended and Restated Credit Agreement amended and restated the Prior Credit Agreement to:

(i) increase the commitment amount from $215 million to $225 million, (ii) increase the accordion amount from a $350 million maximum aggregate commitment amount to a $500 million maximum aggregate commitment amount;

(iii) extend the maturity date and revolving period, (iv) calculate the interest rate based on SOFR (rather than LIBOR), and (v) amend certain other terms of the Prior Credit Agreement, including without limitation the borrowing base calculation and excess concentration measures.

On April 28, 2022, the Company declared a dividend of $0.30 per share payable on May 24, 2022 to shareholders of record as of May 10, 2022.

On March 2, 2022, Coginiti Corp prepaid its outstanding principal balance of $500,000 along with outstanding interest for total consideration of $509,276.

On March 3, 2022, the Company funded an investment of $5,000,000 to INRIX, Inc.

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-Q

Item 1. Financial Statements