RWAYL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-07

• the risk that stockholders litigation in connection with Mergers may result in significant costs of defense and liability; and

• the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026, and in this quarterly report on Form 10-Q.

• Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertaintie…

• We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We expect to remain an emerging growth company until December 31, 2026, the last day of our fiscal year following the fifth anniversary of our IPO, which closed on October 25, 2021, o…

• requirements. When we are no longer an emerging growth company, we will be subject to additional public company reporting requirements, including auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and we will no longer be able to take advantage of the extended transition p…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• the ability of the parties to consummate the proposed transactions that will result in SWK Holdings Corporation (“SWK”) merging with and into us (the “Mergers”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated October 9, 2025, by and among us, RWAY Portfolio Holding Corp.,…

• the actions of our shareholders or the shareholders of SWK with respect to the proposals submitted for their approval in connection with the Mergers;

• the possibility that competing offers or acquisitions proposals will be made;

• risk that stockholders litigation in connection with Mergers may result in significant costs of defense and liability; and

• the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on Ma…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on our Consolidated Statements of Assets and Liabilities as of Mar…

• Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, incl…

• In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exch…

• From time-to time, we may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swap contracts and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse cha…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. We may hedge against interest rate and currency exchange rate fluctuatio…

• In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exch…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• We are dependent upon RGC's key personnel for our future success.

• We depend on the diligence, skill and investment acumen of R. David Spreng, the founder and Chief Executive Officer of RGC, along with the senior officers and other investment professionals at RGC, including Thomas Raterman, Chief Operating Officer and Chief Financial Officer. Mr. Spreng, Mr. Raterm…

• The members of RGC’s senior management are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and may have conflicts of interest in allocating their time. RGC may also manage and sub-advise private investment funds and…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Sales of shares of our common stock after the completion of the Mergers may cause the market price of our common stock to decline.

• At the effective time of the Mergers, each share of SWK common stock issued and outstanding immediately prior to such time (other than shares owned by us or any of our consolidated subsidiaries), will be converted into the right to receive a number of shares of our common stock equal to the Exchange…

• Former SWK stockholders may decide not to hold the shares of our common stock that they will receive pursuant to the Merger Agreement. In addition, our stockholders may decide not to hold their shares of our common stock after completion of the Mergers. In each case, such sales of our common stock c…

• Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

• Our stockholders will experience a reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in us prior to the Mergers. Consequently, our stockholders should generally expect…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• On May 5, 2026, Thomas B. Raterman notified the Board of Directors that he would retire from his positions as the Company’s Chief Operating Officer, Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026. Mr. Raterman’s retirement is not the…

• On May 5, 2026, the Board of Directors elected Carmela Thomson, age 38, to serve as the Company’s Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026.

• Ms. Thomson has served as Senior Vice President, Finance & Accounting of RGC, the Company’s investment adviser since January 2024. Ms. Thomson joined RGC in June 2021 and previously served as its Vice President, Finance & Accounting from June 2021 to December 2023. Prior to joining RGC, she served a…

• Ms. Thomson does not have any family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which…