Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Shares are offered and sold in transactions exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D promulgated thereunder. There is no public market for our Shares currently, nor can we give any assurance that one will develop. For this reason, we are not providing the performance graph required by Item 201(e) of Regulation S-K.
Because Shares are being acquired by investors in transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Adviser’s consent is granted, and (ii) the Shares are registered under applicable securities laws or specifically exempted from registration (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the Shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Shares and to execute such other instruments or certifications as are reasonably required by us.
Holders
As of March 9, 2023, there were approximately 1,604 holders of record of our common stock.
Sales of Unregistered Securities
All sales of unregistered securities during the year ended December 31, 2022 were reported in a Form 8-K filed with the SEC.
Distributions
To the extent that we have taxable income available, we intend to make quarterly distributions to our common shareholders. Dividends and distributions to common shareholders are recorded on the applicable record date. The amount to be distributed is determined by our Board each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although we may decide to retain such capital gains for investment.
We have elected to be treated, and to qualify annually thereafter, as a RIC. To maintain our qualification as a RIC, we must, among other things, distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to our shareholders on an annual basis. In order to avoid certain U.S. federal excise taxes imposed on RICs, we intend to distribute during each calendar year an amount equal to at least to the sum of: (1) 98% of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to shareholders. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.
We have adopted a dividend reinvestment plan under which shareholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares. As a result of the foregoing, if our Board authorizes, and we declare, a cash dividend or distribution, shareholders that have “opted in” to our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.
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The following table summarizes the dividends declared from inception through December 31, 2022:
Date Declared Record Date Payment Date Dividend per Share
December 29, 2022 December 29, 2022 January 17, 2023 $0.50
September 28, 2022 September 28, 2022 October 11, 2022 $0.47
June 30, 2022 June 30, 2022 July 12, 2022 $0.43
March 30, 2022 March 31, 2022 April 12, 2022 $0.41
December 29, 2021 December 29, 2021 January 18, 2022 $0.40
September 29, 2021 September 29, 2021 October 11, 2021 $0.38
June 29, 2021 June 29, 2021 July 12, 2021 $0.31
March 29, 2021 March 29, 2021 April 19, 2021 $0.30
December 29, 2020 December 29, 2020 January 18, 2021 $0.28
November 4, 2020 November 4, 2020 November 11, 2020 $0.23
August 4, 2020 August 4, 2020 August 11, 2020 $0.28
April 16, 2020 April 16, 2020 April 21, 2020 $0.17
The following table reflects the shares issued pursuant to the dividend reinvestment plan from inception through December 31, 2022:
Date Declared Record Date Payment Date Shares Issued
December 29, 2022 December 29, 2022 January 17, 2023 93,329
September 28, 2022 September 28, 2022 October 11, 2022 68,093
June 30, 2022 June 30, 2022 July 12, 2022 45,341
March 30, 2022 March 31, 2022 April 12, 2022 32,320
December 29, 2021 December 29, 2021 January 18, 2022 23,017
September 29, 2021 September 29, 2021 October 11, 2021 10,639
June 29, 2021 June 29, 2021 July 12, 2021 3,039
March 29, 2021 March 29, 2021 April 19, 2021 1,824
December 29, 2020 December 29, 2020 January 18, 2021 1,550
November 4, 2020 November 4, 2020 November 11, 2020 98
August 4, 2020 August 4, 2020 August 11, 2020 34
ITEM 6. RESERVED
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