RWAYZ Runway Growth Finance Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

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

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

January 23, 2025

 

RUNWAY GROWTH FINANCE CORP.

(Exact name of registrant as specified in its charter)

 

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

 

205 N. Michigan Ave., Suite 4200

Chicago, Illinois 60601

(Address of principal executive offices and zip code)

 

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

 

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

 

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

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

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

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

 

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

 

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

 

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

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant

 

(a) Dismissal of independent registered public accounting firm

 

On January 23, 2025, the Board of Directors (the “Board”) of Runway Growth Finance Corp. (the “Company”) dismissed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm.

 

RSM served as the Company’s independent registered public accounting firm since the Company’s inception. The audit reports of RSM on the Company’s financial statements as of and for the fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the two most recent fiscal years and through January 23, 2025, there were no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of such disagreements in connection with its reports, nor were there any “reportable events”, as such term is described in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The Company provided RSM with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that RSM provide the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of RSM’s letter, dated January 28, 2025, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of new independent registered public accounting firm

 

On January 23, 2025, upon the recommendation of the Audit Committee of the Board, the Board approved the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2024.

 

During the two most recent fiscal years and through January 23, 2025, the date of the appointment of Deloitte, neither the Company nor any person on its behalf has consulted with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are defined in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number		Description
16.1		Letter of RSM US LLP, dated January 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

SIGNATURES

 

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

  

Date: January 28, 2025	RUNWAY GROWTH FINANCE CORP.
	By:	/s/ Thomas B. Raterman
		Thomas B. Raterman
		Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

 

 

 

Exhibit 16.1

 

 

RSM US LLP

 

30 South Wacker Dr., Ste. 3300

Chicago, IL 60606-7481

 

T +1 312 634 3400

F +1 312 634 3410

 

www.rsmus.com

 

January 28, 2025

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Commissioners:

 

We have read Runway Growth Finance Corp’s statements included under Item 4.01(a) of its Form 8-K filed on January 28, 2025 and we agree with such statements concerning our firm.

 

/s/ RSM US LLP

 

THE POWER OF BEING UNDERSTOOD

ASSURANCE | TAX | CONSULTING

 

RSM US LLP is the U.S. member firm of RSM International, a global network of independent assurance, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International.

 

 

v3.24.4

Cover	Jan. 23, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Entity File Number	000-55544
Entity Registrant Name	RUNWAY GROWTH FINANCE CORP.
Entity Central Index Key	0001653384
Entity Tax Identification Number	47-5049745
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	205 N. Michigan Ave.
Entity Address, Address Line Two	Suite 4200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	281-6270
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 01 Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RWAY
Security Exchange Name	NASDAQ
Sec 7. 50 Notes Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Notes due 2027
Trading Symbol	RWAYL
Security Exchange Name	NASDAQ
Notes 8. 00 Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.00% Notes due 2027
Trading Symbol	RWAYZ
Security Exchange Name	NASDAQ

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