SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): December 8, 2017
Growth Credit Fund Inc.
name of registrant as specified in its charter)
(State or Other Jurisdiction
N. Michigan Ave., Suite 930, Chicago, Illinois
|(Address of Principal Executive Offices)
telephone number, including area code: (312) 281-6270
(Former name or former address, if changed
since last report.)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
|¨||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))
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ
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 3.02||Unregistered Sale of Equity Securities.
On December 8, 2017, the Registrant
delivered a capital drawdown notice to its investors relating to the sale of 3,000,000 shares of the
Registrant’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate offering price
of $45,000,000. The sale is expected to close on or about December 22, 2017.
The sale of Common Stock is being made
pursuant to subscription agreements (the “Subscription Agreements”) entered into
by the Registrant, on the one hand, and each investor in the Registrant,
on the other hand. Under the terms of the Subscription Agreements, investors are required
to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis
with a minimum of 10 business days’ prior notice to investors.
The issuance and sale of the Common
Stock are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof
and Regulation D or Regulation S thereunder, as applicable.
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
||Runway Growth Credit Fund Inc.|
|Date: December 8, 2017
||/s/ Thomas B. Raterman|
Thomas B. Raterman
Chief Financial Officer, Treasurer and Secretary