What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-09 compared with 2023-05-10 · 411 added, 209 removed, 288 unchanged (68% of the section changed)

11 unchanged sentences

statements as to:

effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S.

and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability

to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted

service, and the regulatory environment in which we operate;

future operating results;

our dependence upon our management team and key investment professionals;

business prospects and the prospects of our portfolio companies;

our ability to manage our business and future growth;

impact of investments that we expect to make;

risks related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S.

contractual arrangements and relationships with third parties;

our ability to make distributions;

dependence of our future success on the general economy and its impact on the industries in which we invest;

risks related to the uncertainty of the value of our portfolio investments;

ability of our portfolio companies to achieve their objectives;

change in political, economic or industry conditions;

expected financings and investments;

the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations

and/or the operation of our portfolio companies;

adequacy of our cash resources and working capital;

risks related to market volatility, including general price and volume fluctuations in stock markets;

timing of cash flows, if any, from the operations of our portfolio companies.

76 unchanged sentences

and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.”

On and effective March 12, 2019, our Board of Directors approved our internalization

(the “Internalization”) and we began operating as an internally-managed non-diversified closed-end management investment company

that has elected to be regulated as a BDC under the 1940 Act.

Our Board of Directors approved the Internalization in order to better align

the interests of our stockholders with its management.

As an internally managed BDC, we are managed by our employees, rather than the

employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding

our compensation structure.

As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement

or administration agreement, and instead pay the operating costs associated with employing investment management professionals including,

without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

and effective March 12, 2019, our Board of Directors approved our internalization (the “Internalization”) and we began operating

as an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the

Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management.

As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing

for greater transparency to stockholders through robust disclosure regarding our compensation structure.

As a result of the Internalization,

we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating

costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries,

discretionary bonuses and restricted stock grants.

as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered

1 unchanged sentence

and Investment Activity

Months Ended March 31, 2023

Months Ended June 30, 2023

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of March 31, 2023, of all of our portfolio investments, excluding U.S.

The fair value, as of June 30, 2023, of all of our portfolio investments, excluding U.S.

Treasury bills, was $160,283,146.

the three months ended March 31, 2023, we funded investments in an aggregate amount of $3,330,000 (not including capitalized transaction

the six months ended June 30, 2023, we funded investments in an aggregate amount of $13,829,990 (not including capitalized transaction

costs or investments in short-term U.S.

7 unchanged sentences

Limited Partner Fund Investment

January 13, 2023, SuRo Capital Corp.

invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing

As part of the transaction, SuRo Capital Corp.

exchanged a portion of its existing Series D Preferred shares investment for Series

1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.

Additionally, SuRo Capital Corp.’s previous investment

in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.

(2) The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

the three months ended March 31, 2023, we capitalized fees of $3,698.

the three months ended March 31, 2023, we exited or received proceeds from investments in the amount of $4,190,159, net of transaction

costs, and realized a net gain on investments of $189,343 (including adjustments to amounts held in escrow receivable) as

shown in following table:

Share Price (1)

Gain/(Loss) (2)

the Runway, Inc.

Capital Partners, Inc.

Simple Agreement for Future Equity (SAFE)

ServiceTitan, Inc.

Common shares

January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing

As part of the transaction, we exchanged a portion of its existing Series D Preferred shares investment for

Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.

Additionally, our previous

investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.

previously unfunded capital commitment of $1.3 million was deemed fully contributed in

lieu of cash distributions.

the six months ended June 30, 2023, we capitalized fees of $14,723.

the six months ended June 30, 2023, we exited or received proceeds from investments in the amount of $7,587,861, net of transaction costs,

and realized a net loss on investments of $(13,080,856) (including adjustments to amounts held in escrow receivable) as shown in following

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (4)

Homes for Rent, LLC (d/b/a Second Avenue) (6)

Nextdoor Holdings, Inc.

Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (7)

True Global Ventures 4 Plus Pte Ltd (8)

average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

gain/(loss) does not include adjustments to amounts held in escrow receivable.

of January 4, 2023, SuRo Capital had sold its remaining Rent the Runway, Inc.

public common shares.

of March 8, 2023, SuRo Capital had sold its remaining Kahoot!

Ozy Media, Inc.

(10,945,024 )

$ (13,292,776 )

The average net share price

is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

Realized gain/(loss) does

not include adjustments to amounts held in escrow receivable.

As of March 8, 2023, we

had sold our remaining Kahoot!

ASA public common shares.

of March 31, 2023, SuRo Capital held 105,820 remaining NewLake Capital Partners, Inc.

As of June 30, 2023, we

held 105,820 remaining NewLake Capital Partners, Inc.

public common shares.

the three months ended March 31, 2023, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second

Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $0.3 million repaid a portion

of the outstanding principal and the remaining was attributed to interest.

The previously

unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

the three months ended March 31, 2023, we did not write-off any investments.

Months Ended March 31, 2022

the three months ended March 31, 2022, we did not fund any new investments.

the three months ended March 31, 2022, we capitalized fees of $0.

the three months ended March 31, 2022, we exited or received proceeds from investments in an amount of $1,287,722, net of transaction

As of June 30, 2023, we

held 852,416 remaining Nextdoor Holdings, Inc.

public common shares.

As of January 4, 2023,

we had sold our remaining Rent the Runway, Inc.

public common shares.

During the six months ended

June 30, 2023, approximately $0.6 million was received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the

15% term loan due December 23, 2023.

Of the proceeds received, approximately $0.5 million repaid a portion of the outstanding principal

and the remaining was attributed to interest.

The previously unfunded

capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

On May 4, 2023, we abandoned

our investment in Ozy Media, Inc.

Months Ended June 30, 2022

the six months ended June 30, 2022, we funded investments in an aggregate amount of $11,000,000 (not including capitalized

transaction costs) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Shogun Enterprises, Inc.

(d/b/a Hearth)

Convertible Note

EDGE Markets, Inc.

Preferred Shares, Series Seed

Preferred Shares, Series C

the six months ended June 30, 2022, we capitalized fees of $8,515.

the six months ended June 30, 2022, we exited or received proceeds from investments in the amount of $5,051,279, net of transaction

costs, and realized a net gain on investments of $1,130,050 (including adjustments to amounts held in escrow receivable) as shown in

following table:

Share Price (1)

Capital Partners, Inc.

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)

Homes for Rent, LLC (d/b/a Second Avenue) (3)

average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

gain does not include adjustments to amounts held in escrow receivable.

the three months ended March 31, 2022, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second

Rover Group, Inc.

Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (3)

True Global Ventures 4 Plus Pte Ltd

The average net share price is the net share price realized after deducting all commissions and fees on the sale(s),

if applicable.

gain/(loss) does not include adjustments to amounts held in escrow receivable.

the six months ended June 30, 2022, approximately $0.6 million has been received from Residential Homes for Rent, LLC (d/b/a Second

Avenue) related to the 15% term loan due December 23, 2023.

1 unchanged sentence

of the outstanding principal and the remaining was attributed to interest.

the three months ended March 31, 2022, we did not write-off any investments.

the six months ended June 30, 2022, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series B preferred

warrants with a strike price of $2.31 expired on May 29, 2022.

of Operations

of the Three Months Ended March 31, 2023 and 2022

results for the three months ended March 31, 2023 and 2022 are as follows:

Months Ended March 31,

Investment Income

Operating Expenses

Investment Loss

of the Six Months Ended June 30, 2023 and 2022

results for the three and six months ended June 30, 2023 and 2022 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Total Investment Income

Interest income

Dividend income

Total Operating Expenses

Compensation expense

Directors’ fees

Professional fees

Interest expense

Income tax expense

Other expenses

Net Investment Loss

$ (3,805,340 )

$ (3,810,888 )

realized gain/(loss) on investments

change in unrealized appreciation/(depreciation) of investments

Change in Net Assets Resulting from Operations

income increased to $1,299,082 for the three months ended March 31, 2023 from $583,100 for the three months ended March 31, 2022.

$ (8,027,105 )

$ (8,035,593 )

Net realized gain/(loss) on investments

(13,270,199 )

(13,080,856 )

Net change in unrealized appreciation/(depreciation) of investments

(88,562,575 )

(66,977,690 )

Net Change in Net Assets Resulting from Operations

$ (15,620,024 )

$ (94,339,688 )

$ (11,003,515 )

$ (73,883,233 )

income increased to $1,372,218 for the three months ended June 30, 2023 from $890,631 for the three months ended June 30, 2022.

net increase between periods was due to the addition of interest income from U.S.

Treasury Bills, Xgroup Holdings Limited (d/b/a

Xpoint), and Shogun Enterprises, Inc.

(d/b/a Hearth).

Treasury bills and Xgroup Holdings Limited (d/b/a

The increase was offset by a decrease in interest income from Architect

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income from Treehouse Real Estate Investment Trust, Inc.

during the three months ended March 31, 2023, relative to the three months

ended March 31, 2022.

operating expenses increased to $5,520,847 for the three months ended March 31, 2023 from $4,807,805 for the three months ended

March 31, 2022.

The increase in operating expense was primarily due to an increase in compensation expense associated with an

increased headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a decrease in

professional fees during the three months ended March 31, 2023, relative to

the three months ended March 31, 2022.

during the three months ended June 30, 2023, relative to the three months

ended June 30, 2022.

Investment income increased

to $2,671,300 for the six months ended June 30, 2023 from $1,473,731 for the six months ended June 30, 2022.

net increase between periods was due to the addition of interest income from U.S.

Treasury Bills and Xgroup Holdings Limited (d/b/a

The increase was offset by a decrease in interest income from Architect

Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings, Inc.

(d/b/a/ Lime), plus a

decrease in dividend income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) and a cessation in dividend

income from Treehouse Real Estate Investment Trust, Inc.

during the six months ended June 30, 2023, relative to the six months ended

June 30, 2022.

Total operating expenses increased to $5,177,558 for the three months ended June 30, 2023 from $4,701,519 for the

three months ended June 30, 2022.

The increase in operating expense was primarily due to an increase in compensation expense associated

with an increased headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a decrease

in professional fees during the three months ended June 30, 2023, relative to the six months ended June 30, 2022.

operating expenses increased to $10,698,405 for the six months ended June 30, 2023 from $9,509,324 for the six months ended June 30,

The increase in operating expense was primarily due to an increase in compensation expense associated with an increased headcount

and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a decrease in professional fees

during the six months ended June 30, 2023, relative to the six months ended June 30, 2022.

Investment Loss

For the three months ended

March 31, 2023, we recognized a net investment loss of $4,221,765, compared to a net investment loss of $4,224,705 for the three months

ended March 31, 2022.

The change between periods resulted from an increase in operating expenses, offset by an increase in total investment

income between periods during the three months ended March 31, 2023, relative to the three months ended March 31, 2022.

For the three months ended June 30, 2023, we recognized a net investment loss of $(3,805,340), compared to a net

investment loss of $(3,810,888) for the three months ended June 30, 2022.

The change between periods resulted from an increase in operating

expenses, offset by an increase in total investment income between periods during the three months ended June 30, 2023, relative to the

three months ended June 30, 2022.

the six months ended June 30, 2023, we recognized a net investment loss of $(8,027,105), compared to a net investment loss of $(8,035,593)

for the six months ended June 30, 2022.

The change between periods resulted from an increase in operating expenses, offset by an increase

in total investment income between periods during the six months ended June 30, 2023, relative to the six months ended June 30, 2022.

Realized Gain on Investments

the three months ended March 31, 2023, we recognized a net realized gain on our investments of $189,343, compared to a net realized

gain of $3,096,275 for the three months ended March 31, 2022.

The components of our net realized gains on portfolio investments for the

three months ended March 31, 2023 and 2022, excluding U.S.

Treasury investments and fluctuations in escrow receivables estimates, are

reflected in the tables above, under “—Portfolio and Investment Activity.”

For the three months ended June 30, 2023, we recognized a net realized loss on our investments of $(13,270,199),

compared to a net realized loss of $(1,966,225) for the three months ended June 30, 2022.

the six months ended June 30, 2023, we recognized a net realized loss on our investments of $(13,080,856), compared to a net realized

gain of $1,130,050 for the six months ended June 30, 2022.

components of our net realized gains on portfolio investments for the six months ended June 30, 2023 and 2022, excluding U.S.

Treasury investments and fluctuations in escrow receivables estimates, are reflected in the tables above, under

“—Portfolio and Investment Activity.”

Change in Unrealized Appreciation/(Depreciation) of Investments

the three months ended March 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $8,648,931.

For the three months

ended March 31, 2022, we had a net change in unrealized appreciation/(depreciation) of $21,584,885.

The following tables summarize, by

portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months

ended March 31, 2023 and 2022.

Appreciation/

(Depreciation) For the

Three Months Ended

Appreciation/

(Depreciation) For the

Three Months Ended

Global Ventures 4 Plus Fund Pte Ltd

Partners, Inc.

Capital Partners, Inc.

For the three months ended June 30, 2023 and 2022, we had a net change in unrealized appreciation/(depreciation) of $1,455,515 and $(88,562,575), respectively .

The following tables summarize, by portfolio

company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended June

30, 2023 and 2022.

Portfolio Company

Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended

June 30, 2023

Portfolio Company

Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended

June 30, 2022

Ozy Media, Inc.

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (1)

Technologies, Inc.

$ (1,625,807 )

Nextdoor Holdings, Inc.

Rover Group, Inc.

Shogun Enterprises, Inc.

(d/b/a Hearth)

Blink Health, Inc.

Colombier Sponsor LLC

Skillsoft Corp.

Forge Global, Inc.

Varo Money, Inc.

Orchard Technologies, Inc.

Enjoy Technology, Inc.

Stormwind, LLC

Neutron Holdings, Inc.

(d/b/a/ Lime)

Nextdoor Holdings, Inc.

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(18,251,804 )

Course Hero, Inc.

(17,273,549 )

Forge Global Holdings, Inc.

(41,488,638 )

$ (88,562,575 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial

1 unchanged sentence

represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million

refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of March 31, 2023 for details

regarding activity in our investment portfolio from April 1, 2023 through May 9, 2023.

for the three months ended June 30, 2023 and 2022.

the six months ended June 30, 2023 and 2022, we had a net change in unrealized appreciation/(depreciation) of $10,104,446 and $(66,977,690),

respectively.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)

of our investment portfolio for the six months ended June 30, 2023 and 2022.

Portfolio Company

Net Change in Unrealized

Appreciation/(Depreciation) For the Six Months Ended

June 30, 2023

Portfolio Company

Net Change in Unrealized

Appreciation/(Depreciation) For the Six Months Ended

June 30, 2022

Colombier Sponsor LLC

True Global Ventures 4 Plus Fund Pte Ltd (1)

Ozy Media, Inc.

Blink Health, Inc.

Nextdoor Holdings, Inc.

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (1)

Shogun Enterprises, Inc.

(d/b/a Hearth)

Varo Money, Inc.

Neutron Holdings, Inc.

(d/b/a/ Lime)

Forge Global, Inc.

Enjoy Technology, Inc.

OneValley, Inc.

(f/k/a NestGSV, Inc.)

Rover Group, Inc.

Skillsoft Corp.

Nextdoor Holdings, Inc.

Aspiration Partners, Inc.

Orchard Technologies, Inc.

Course Hero, Inc.

(28,304,092 )

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(17,995,785 )

$ (66,977,690 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted

in full or in part from the full or partial exit of the investment, which resulted in the

reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation)

was less than $1.0 million for the six months ended June 30, 2023 and 2022.

refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of June 30, 2023 for details

regarding activity in our investment portfolio from July 1, 2023 through August 8, 2023.

are frequently in negotiations with various private companies with respect to investments in such companies.

6 unchanged sentences

the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Dutch Auction Tender Offer

March 17, 2023, the Company’s Board approved a tender offer, which commenced on March 21, 2023, to purchase up to 3,000,000 shares

of its common stock at a price per share not less than $3.00 and not greater than $4.50 in $0.10 increments, using available cash, expiring

on April 17, 2023.

Pursuant to the terms of the tender offer, the Company repurchased 3,000,000 shares, representing 10.6% of its outstanding

shares, on or about April 21, 2023 at a price of $4.50 per share.

The Company used available cash to fund the purchase of its shares

of common stock in the tender offer and to pay for all related fees and expenses.

Custody Agreement

On April 19, 2023, the Company and Western Alliance Trust Company, National

Association (the “Custodian”) entered into a custody agreement (the “Custody Agreement”), pursuant to which the

Custodian was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company.

Either party may terminate the Custody Agreement at any time upon sixty (60) days’ prior written notice.

Repurchase Program

August 7, 2023, our Board of Directors authorized an extension of, and a $5.0 million increase in the amount of shares that may be repurchased

under, our discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in

aggregate amount of our common stock.

timing and number of shares to be repurchased pursuant to our discretionary Share Repurchase Program will depend on a number of factors,

including market conditions and alternative investment opportunities.

The Share Repurchase Program may be suspended, terminated or modified

at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock.

Under the Share Repurchase

Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider

trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

of August 8, 2023, the dollar value of shares that remained available to be purchased by us under the Share Repurchase Program was approximately

$21.4 million.

and Capital Resources

Our liquidity and capital resources are generated primarily from the sales

of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous

at-the-market offering of shares of our common stock as discussed below under “At-the-Market Offering”.

In addition, on December

17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding.

For additional

information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of

March 31, 2023.

liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings

of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed

below under “At-the-Market Offering”.

In addition, on December 17, 2021, we issued $75.0 million aggregate principal amount

of 6.00% Notes due 2026, all of which remain outstanding.

For additional information, see below and “Note 10—Debt Capital

Activities” to our condensed consolidated financial statements as of June 30, 2023.

primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.

For the three months

ended March 31, 2023 and 2022, our operating expenses were $5,520,847 and $4,807,805, respectively.

Reserves and Liquid Securities

Treasury bills (1)

of publicly traded portfolio companies:

securities (2)

to other sales restrictions (3)

of publicly traded portfolio companies

For the six months

ended June 30, 2023 and 2022, our operating expenses were $10,698,405 and $9,509,324, respectively.

Cash Reserves and Liquid Securities

June 30, 2023

December 31, 2022

Cash Equivalents:

Treasury bills (1)

Securities of publicly traded portfolio companies:

Unrestricted securities (2)

Subject to other sales restrictions (3)

Securities of publicly traded portfolio companies

Total Cash Reserves and Liquid Securities

$ 111,989,560

$ 138,497,900

Consists of short-term U.S.

of short-term U.S.

Treasury bills.

2 unchanged sentences

We may incur losses.

of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our

publicly traded companies that are subject to certain lock-up restrictions.

the three months ended March 31, 2023, cash increased to $48,113,676 from $40,117,598 at the beginning of the year.

The increase in

cash was primarily due to the sale or exit of investments, including U.S.

Treasury bills and other investment income received,

offset by the purchase of new investments including U.S.

Treasury bills, interest on the 6.00% Notes due 2026, and to pay our

operating expenses.

of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly

traded companies that are subject to certain lock-up restrictions.

During the six months ended

June 30, 2023, cash decreased to $24,542,729 from $40,117,598 at the beginning of the year.

The decrease in cash was primarily due

to the repurchase of our common stock pursuant to a modified “Dutch Auction” tender offer (the “Modified Dutch

Auction Tender Offer”), purchase of new and follow-on investments, interest on the 6.00% Notes

due 2026, and to pay our operating expenses offset by the sale or exit of investments, including U.S.

Treasury bills and other

investment income received.

For additional information relating to the Modified Dutch Auction Tender Offer, see “Modified

Dutch Auction Tender Offer” below and “Note 5 - Common Stock” to our condensed consolidated financial statements

as of June 30, 2023.

we believe we have ample liquidity to support our near-term capital requirements.

2 unchanged sentences

the current circumstances.

summary of our significant contractual payment obligations as of March 31, 2023 is as follows:

Due By Period (in millions)

summary of our significant contractual payment obligations as of June 30, 2023 is as follows:

Payments Due By Period (in millions)

6.00% Notes due December 30, 2026 (1)

lease liability

the principal balance payable to investors for the 6.00% Notes due 2026 as of March 31, 2023.

Refer to “Note 10—Debt Capital

Activities” in our condensed consolidated financial statements as of March 31, 2023 for more information.

Repurchase Program

the three months ended March 31, 2023, the Company did not repurchase any shares of the Company’s common stock under the Share

Operating lease liability

Reflects the principal balance

payable to investors for the 6.00% Notes due 2026 as of June 30, 2023.

Refer to “Note 10—Debt Capital Activities”

in our condensed consolidated financial statements as of June 30, 2023 for more information.

Repurchase Program

During the three months ended March 31, 2022, the Company repurchased 153,517 shares of the Company’s common

stock under the Share Repurchase Program.

As of March 31, 2023, the dollar value of shares that remained available to be purchased by

the Company under the Share Repurchase Program was approximately $16.4 million.

On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until

the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock.

Under the Share Repurchase Program, we may repurchase our outstanding common

stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable

provisions of the 1940 Act and the Exchange Act.

For more information on the Share Repurchase Program, see “Note 5—Common

Stock” to our condensed consolidated financial statements as of March 31, 2023.

the three and six months ended June 30, 2023, we did not repurchase any shares of our common stock under the

Share Repurchase Program.

During the three and six months ended June 30, 2022, we repurchased 855,159 and 1,008,676 shares of

our common stock under the Share Repurchase Program, respectively.

As of June 30, 2023, the dollar value of shares that remained available

to be purchased under the Share Repurchase Program was approximately $16.4 million.

On October 19, 2022, our

Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase

of $55.0 million in aggregate amount of our common stock.

the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions

under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

For more information

on the Share Repurchase Program, see “Note 5—Common Stock” to our condensed consolidated financial statements as of

June 30, 2023.

Modified Dutch Auction Tender Offer

On March 17, 2023, we

commenced the Modified Dutch Auction Tender Offer to purchase up to 3,000,000

shares of our common stock from our stockholders, which expired on April 17, 2023.

In accordance with the terms of the Modified Dutch

Auction Tender Offer, we selected the lowest price per share of not less than $3.00 per share and not greater than $4.50 per

Pursuant to the Modified

Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares, on or about April

21, 2023 at a price of $4.50 per share.

We used available cash to fund the purchase of our shares of common stock in the Modified

Dutch Auction Tender Offer and to pay for all related fees and expenses.

Sheet Arrangements

of March 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging

of June 30, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing

or other hedging practices.

However, we may employ hedging and other risk management techniques in the future.

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At-the-Market

July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”),

July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”),

with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

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Under the Initial

Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common

Sales Agreement, we may, but have no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of our common

stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0

In connection with the upsize of the ATM Program to $150.0 million, the Company entered into the Amendment No.

On September 23, 2020, we increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0

In connection with the upsize of the ATM Program to $150.0 million, we entered into the Amendment No.

1 to the At-the-Market

Sales Agreement, dated September 23, 2020, with the Agents.

The Company intends to use the net proceeds from the ATM Program to make

investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

During the three months ended March 31, 2023, the Company did not issue

or sell shares under the ATM program.

During the three months ended March 31, 2022, the Company issued and sold 17,807 Shares under the ATM Program at

weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to

the Agents on Shares sold.

As of March 31, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain

available for sale under the ATM Program.

to “Note 5—Common Stock” to our condensed consolidated financial statements as of March 31, 2023 for more

information regarding the ATM Program.

We intend to use the net proceeds from the ATM Program to make

investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.

the three and six months ended June 30, 2023, we did not issue or sell shares under the ATM program.

During the three and six

months ended June 30, 2022, we issued and sold 0 and 17,807 shares, respectively, under the ATM Program at weighted-average

price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on

As of June 30, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under

the ATM Program.

to “Note 5—Common Stock” to our condensed consolidated financial statements as of June 30, 2023 for more information

regarding the ATM Program.

Notes due 2026

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a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of March 31, 2023 for more

to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of June 30, 2023 for more

information regarding the 6.00% Notes due 2026.

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The following table lists the distributions, including dividends and returns of capital, if any, per share

that we have declared since our formation through March 31, 2023.

that we have declared since our formation through June 30, 2023.

The table is divided by fiscal year according to record date:

20, 2021 (14)

Date Declared

Amount per Share

November 4, 2015 (1)

November 16, 2015

December 31, 2015

August 3, 2016 (2)

August 16, 2016

August 24, 2016

November 5, 2019 (3)

December 2, 2019

December 12, 2019

December 20, 2019 (4)

December 31, 2019

January 15, 2020

July 29, 2020 (5)

August 11, 2020

August 25, 2020

September 28, 2020 (6)

October 5, 2020

October 20, 2020

October 28, 2020 (7)

November 10, 2020

November 30, 2020

December 16, 2020 (8)

December 30, 2020

January 15, 2021

January 26, 2021 (9)

February 5, 2021

February 19, 2021

March 8, 2021 (10)

March 30, 2021

April 15, 2021

May 4, 2021 (11)

June 30, 2021

August 3, 2021 (12)

August 18, 2021

September 30, 2021

November 2, 2021 (13)

November 17, 2021

December 30, 2021

December 20, 2021 (14)

December 31, 2021

January 14, 2022

March 8, 2022 (15)

March 25, 2022

April 15, 2022

distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed

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