What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-08 compared with 2024-08-08 · 398 added, 314 removed, 394 unchanged (64% of the section changed)

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We acquire our investments through direct investments in prospective

portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders.

portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in SPVs and investment funds that invest directly in the equity or debt of a single private

In addition, we may invest

in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity

in private credit and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity

(“PIPE”) transactions of special purpose acquisition companies (“SPACs”).

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investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed

companies across several key industry themes which may include, among others, AI/big data/cloud, marketplaces, education technology,

social/mobile/consumer, financial technology, and

sustainability/alternative energy.

Our investment decisions are based on a disciplined analysis of available information regarding each potential

portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring

revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds or other

institutional investors have invested in the vast majority of companies that we evaluate.

companies across several key industry themes which may include, among others, Software-as-a-Service, Artificial Intelligence,

Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo

Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio

company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues,

and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds or other institutional

investors have invested in the vast majority of companies we evaluate.

seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,

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upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.

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

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

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and Investment Activity

Months Ended June 30, 2024

Months Ended September 30, 2024

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 June 30, 2024 of all of our portfolio investments was $182,904,880.

the six months ended June 30, 2024, we funded investments in an aggregate amount of $34,999,944 (not including capitalized transaction

The fair value as of September 30, 2024 of all of our portfolio investments was $199,302,778.

the nine months ended September 30, 2024, we funded investments in an aggregate amount of $57,500,344 (not including capitalized transaction

costs) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Supplying Demand, Inc.

(d/b/a Liquid Death)

(d/b/a Liquid

Preferred shares, Series F-1

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CW Opportunity 2 LP (1)

Class A Interest

CW Opportunity 2 LP is an SPV that is invested in the Series C Preferred Shares of CoreWeave, Inc.

the six months ended June 30, 2024, we capitalized fees of $73,100.

the six months ended June 30, 2024, we exited or received proceeds from investments (not including short-term U.S.

Membership Interest, Class A

ARK Type One Deep Ventures

Membership Interest, Class A

CoreWeave, Inc.

Common shares

Opportunity 2 LP is a special purpose vehicle (“SPV”) that is solely invested in the Series C Preferred Shares of CoreWeave,

We are invested in the Series C Preferred Shares of CoreWeave, Inc.

through our investment in the Class A Interest of CW Opportunity

ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested in the Convertible

Equity of OpenAI Global, LLC.

We are invested in the Convertible Equity of OpenAI Global, LLC through our investment in the

Class A Interest of ARK Type One Deep Ventures Fund LLC.

the nine months ended September 30, 2024, we capitalized fees of $286,411.

the nine months ended September 30, 2024, we exited or received proceeds from investments (not including short-term U.S.

Treasury bills)

in the amount of $10,551,335, net of transaction costs, and realized a net loss on investments of $453,686 (including adjustments to

amounts held in escrow receivable) as shown in following table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

Nextdoor Holdings, Inc.

in the amount of $14,941,469, net of transaction costs, and realized a net loss on investments of $14,167,198 (including adjustments

to amounts held in escrow receivable) as shown in following table:

Net Share Price (1)

Gain/(Loss) (2)

Nextdoor Holdings,

PSQ Holdings, Inc.

(d/b/a PublicSquare) - Warrants (4)

Architect Capital PayJoy SPV, LLC (5)

PublicSquare) - Warrants (4)

Architect Capital PayJoy SPV,

True Global Ventures 4 Plus Pte Ltd (6)

PSQ Holdings, Inc.

PublicSq.) - Public Common Shares (7)

Churchill Sponsor VII LLC

YouBet Technology, Inc.

(d/b/a FanPower)

OneValley, Inc.

(f/k/a NestGSV,

(f/k/a GSV Sustainability Partners, Inc.) (9)

$ (14,064,042 )

average net share price is the net share price realized after deducting all commissions and

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public common shares.

of June 30, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare) public warrants.

June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy SPV, LLC.

the six months ended June 30, 2024, we did not write-off any investments.

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

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

of September 30, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare)

public warrants.

June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy

(6) On June 28, 2024, we received a return of capital distribution from our investment in True Global Ventures 4 Plus

of September 30, 2024, we held 1,616,187 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare)

public common shares.

August 29, 2024, we sold our remaining position in OneValley, Inc.

(f/k/a NestGSV, Inc.).

September 20, 2024, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) dissolved its business

and made a final distribution.

the nine months ended September 30, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc.

(d/b/a FanPower) following their

Months Ended September 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 September 30, 2023, of all of our portfolio investments, excluding short-term U.S.

Treasury bills, was $193,492,718.

$160,283,146.

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

the nine months ended September 30, 2023, we funded investments in an aggregate amount of $21,133,257 (not including capitalized transaction

costs or investments in short-term U.S.

Treasury bills) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Orchard Technologies, Inc.

Orchard Technologies,

Preferred shares, Series 1

True Global Ventures 4 Plus Pte Ltd (2)

True Global Ventures 4 Plus

Limited Partner Fund Investment

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Common shares

FourKites, Inc.

Common shares

Shogun Enterprises, Inc.

Preferred shares, Series B-4

Stake Trade, Inc.

Prophet Exchange)

Simple Agreement for

Future Equity (SAFE)

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

Senior Preferred financing round.

As part of the transaction, we exchanged a portion of its

As part of the transaction, we exchanged a portion of our

existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series

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Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred

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 (not including short-term U.S.

Treasury bills)

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 table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

March 31, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully

contributed in lieu of cash distributions.

On March 31, 2023, the full $2.0 million capital

commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

July 12, 2023, we invested $0.5 million in Shogun Enterprises, Inc.

(d/b/a Hearth)’s

Series B-4 Preferred financing round.

As part of the transaction, the previous investment

in the Convertible Note was converted into Series B-3 Preferred shares.

Additionally, we

received Common Warrants as part of the transaction.

the nine months ended September 30, 2023, we capitalized fees of $33,676.

the nine months ended September 30, 2023, we exited or received proceeds from investments in the amount of $9,658,163, net of transaction

costs, and realized a net loss on investments of $14,542,137 (including adjustments to amounts held in escrow receivable) as shown in

following table:

Net Share Price (1)

Gain/(Loss) (2)

NewLake Capital Partners,

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

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Rent the Runway, Inc.

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

True Global Ventures 4 Plus Pte Ltd (8)

Ozy Media, Inc.

Residential Homes for Rent,

LLC (d/b/a Second Avenue) (7)

True Global Ventures 4 Plus

(10,945,024 )

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ASA public common shares.

of June 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.

of September 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.

public common

of June 30, 2023, we held 852,416 remaining Nextdoor Holdings, Inc.

of September 30, 2023, we held 262,420 remaining Nextdoor Holdings, Inc.

public common shares.

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public common shares.

the six months ended June 30, 2023, approximately $0.6 million was received from Residential

the nine months ended September 30, 2023, approximately $0.9 million was received from Residential

Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

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May 4, 2023, we abandoned our investment in Ozy Media, Inc.

the six months ended June 30, 2023, we did not write-off any investments, not otherwise noted above.

During the nine months ended September 30, 2023, we wrote-off our investment in Ozy Media, Inc.

following our abandonment.

of Operations

of the Six Months Ended June 30, 2024 and 2023

results for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Total Investment Income

of the Nine Months Ended September 30, 2024 and 2023

results for the three and nine months ended September 30, 2024 and 2023 are as follows:

Months Ended September 30,

Total Investment

Interest income

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(14,167,198 )

Net change in unrealized appreciation/(depreciation) of investments

(14,542,137 )

Net Change in Net Assets Resulting from Operations

$ (10,651,183 )

Realized loss on partial repurchase of 6.00%

Notes due December 30, 2026

Net change in unrealized appreciation/(depreciation)

of investments

(13,769,932 )

Net Change in Net Assets

Resulting from Operations

$ (5,452,245 )

$ (38,168,774 )

income decreased to $1,027,353 for the three months ended June 30, 2024 from $1,372,218 for the three months ended June 30, 2023.

The net decrease between periods was due to a decrease in interest income from short-term U.S.

Treasury bills and the repayment in

full of the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend

income from NewLake Capital Partners, Inc.

income decreased to $888,717 for the three months ended September 30, 2024 from $1,465,746 for the three months ended September 30,

The net decrease between periods was primarily due to the cessation of interest income from short-term U.S.

Treasury bills,

and from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024.

Additional decreases in interest

income were from Xgroup Holdings Limited (d/b/a Xpoint), Shogun Enterprises, Inc.

(d/b/a Hearth), and the repayment in full of the

Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, as well as a decrease in dividend income from

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.

decrease was offset by an increase in interest income on cash during the three months ended June 30, 2024, relative to the

three months ended ended June 30, 2023.

income decreased to $2,555,444 for the six months ended June 30, 2024 from $2,671,300 for the six months ended June 30, 2023.

net decrease between periods was due to a decrease in interest income from short-term U.S.

Treasury bills and the repayment in full

of the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend income

from NewLake Capital Partners, Inc.

The decreases

were offset by an increase in interest income received on cash, and an increase in PIK dividend income from CW Opportunity 2 LP during the three months ended September 30, 2024, relative to the

three months ended ended September 30, 2023.

income decreased to $3,444,161 for the nine months ended September 30, 2024 from $4,137,046 for the nine months ended September 30,

The net decrease between periods was primarily due to a decrease in interest income from short-term U.S.

Treasury bills,

Xgroup Holdings Limited (d/b/a Xpoint), and Shogun Enterprises, Inc.

(d/b/a Hearth), a repayment in full of the Residential Homes

for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend income from Aventine Property

Group and NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.

The decrease was offset by an increase in interest

income received on cash and from Architect Capital PayJoy SPV, LLC during the six months ended June 30, 2024, relative to the six

months ended June 30, 2023.

operating expenses decreased to $4,682,978 for the three months ended June 30, 2024 from $5,177,558 for the three months ended June

The decrease in operating expense was primarily due to decreases in income tax expense related to blocker corporations,

professional fees, and other expenses, offset by increases primarily in compensation expense and

stock-based compensation expense during the three months ended June 30, 2024, relative to the three months ended June 30,

operating expenses decreased to $9,433,971 for the six months ended June 30, 2024 from $10,698,405 for the six months ended June 30,

The decrease in operating expense was primarily due to decreases in income tax expense related to blocker corporations,

professional fees, and other expenses, offset by increases primarily in compensation expense and

stock-based compensation expense during the six months ended June 30, 2024, relative to the six months ended June 30,

decrease was offset by an increase in interest income received on cash and an increase in PIK dividend income from CW Opportunity 2

LP during the nine months ended September 30, 2024, relative to the nine months ended September 30, 2023.

operating expenses decreased to $4,096,590 for the three months ended September 30, 2024 from $4,134,172 for the three months ended

September 30, 2023.

The decrease in operating expense was primarily due to decreases in compensation expense and interest expense,

offset by an increase in professional fees and directors’ fees during the three months ended September 30, 2024, relative to the

three months ended September 30, 2023.

operating expenses decreased to $13,530,561 for the nine months ended September 30, 2024 from $14,832,577 for the nine months ended

September 30, 2023.

The decrease in operating expense was primarily due to decreases in income tax expense related to blocker

corporations, professional fees, other expenses, and interest expense, offset by a slight increase in directors’ fees during the nine months ended

September 30, 2024, relative to the nine months ended September 30, 2023.

Investment Loss

the three months ended June 30, 2024, we recognized a net investment loss of $3,655,625, compared to a net investment loss of $3,805,340

for the three months ended June 30, 2023.

the three months ended September 30, 2024, we recognized a net investment loss of $3,207,873, compared to a net investment loss of $2,668,426

for the three months ended September 30, 2023.

The change between periods resulted from a decrease in total investment income and operating

expenses during the three months ended June 30, 2024, relative to the three months ended June 30, 2023.

the six months ended June 30, 2024, we recognized a net investment loss of $6,878,527, compared to a net investment loss of $8,027,105

for the six months ended June 30, 2023.

The change between periods resulted from a decrease in operating expenses during the six months

ended June 30, 2024, relative to the six months ended June 30, 2023.

expenses during the three months ended September 30, 2024, relative to the three months ended September 30, 2023.

the nine months ended September 30, 2024, we recognized a net investment loss of $10,086,400, compared to a net investment loss of $10,695,531

for the nine months ended September 30, 2023.

The change between periods resulted from a decrease in investment income and operating

expenses during the nine months ended September 30, 2024, relative to the nine months ended September 30, 2023.

Realized Loss on Investments

the three months ended June 30, 2024, we recognized a net realized loss on our investments of $29,612, compared to a net realized loss

of $13,270,199 for the three months ended June 30, 2023.

The components of our net realized losses on portfolio investments for the three

months ended June 30, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates, are reflected

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

the six months ended June 30, 2024, we recognized a net realized loss on our investments of $453,686, compared to a net realized loss

of $13,080,856 for the six months ended June 30, 2023.

The components of our net realized losses on portfolio investments for the six

months ended June 30, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates, are reflected

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

the three months ended September 30, 2024, we recognized a net realized loss on our investments of $13,713,512, compared to a net realized

loss of $1,461,281 for the three months ended September 30, 2023.

The components of our net realized losses on portfolio investments

for the three months ended September 30, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables

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

the nine months ended September 30, 2024, we recognized a net realized loss on our investments of $14,167,198, compared to a net realized

loss of $14,542,137 for the nine months ended September 30, 2023.

The components of our net realized losses on portfolio investments

for the nine months ended September 30, 2024 and 2023, excluding short-term U.S.

Treasury bills 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 June 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(6,965,946) and $1,455,515,

the three months ended September 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $11,614,384 and

$29,323,067, 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, 2024 and 2023.

Portfolio Company

Net Change in

Unrealized Appreciation/

(Depreciation) For the Three Months Ended June 30, 2024

Portfolio Company

Net Change in

Unrealized Appreciation/

(Depreciation) For the Three Months Ended June 30, 2023

Blink Health, Inc.

Ozy Media, Inc.

ServiceTitan, Inc.

Nextdoor Holdings, Inc.

Stormwind, LLC

Shogun Enterprises, Inc.

(d/b/a Hearth)

PSQ Holdings, Inc.

(d/b/a PublicSquare)

Colombier Sponsor LLC

of our investment portfolio for the three months ended September 30, 2024 and 2023.

Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2024

Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2023

OneValley, Inc.

(f/k/a NestGSV, Inc.) (1)

Learneo, Inc.

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

(13,945,631 )

(f/k/a Course Hero,

(f/k/a GSV Sustainability

Partners, Inc.) (1)

ServiceTitan, Inc.

Forge Global, Inc.

CW Opportunity 2 LP

Orchard Technologies, Inc.

Stormwind, LLC

Aspiration Partners, Inc.

FourKites, Inc.

Blink Health, Inc.

PSQ Holdings, Inc.

PublicSquare) (1)

Learneo, Inc.

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

(18,251,804 )

$ (6,965,946 )

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

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

was less than $1.0 million for the three months ended June 30, 2024 and 2023.

the six months ended June 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(25,384,316) and $10,104,446,

was less than $1.0 million for the three months ended September 30, 2024 and 2023.

the nine months ended September 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(13,769,932) and

$39,427,513, 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, 2024 and 2023.

Portfolio Company

Net Change in

Appreciation/

(Depreciation) For the Six Months Ended

June 30, 2024

Portfolio Company

Net Change in

Appreciation/

(Depreciation) For the Six Months Ended

June 30, 2023

of our investment portfolio for the nine months ended September 30, 2024 and 2023.

Change in Unrealized

Appreciation/(Depreciation)

For the Nine Months Ended

Change in Unrealized

Appreciation/(Depreciation)

For the Nine Months Ended

OneValley, Inc.

(f/k/a NestGSV, Inc.) (1)

PSQ Holdings, Inc.

(d/b/a PublicSq.)

(f/k/a GSV Sustainability

Partners, Inc.) (1)

Learneo, Inc.

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

Blink Health, Inc.

Colombier Sponsor LLC

ServiceTitan, Inc.

Ozy Media, Inc .(1)

FourKites, Inc.

Nextdoor Holdings, Inc.

Xgroup Holdings Limited (d/b/a Xpoint)

FourKites, Inc.

Shogun Enterprises, Inc.

(d/b/a Hearth)

Orchard Technologies, Inc.

ServiceTitan, Inc.

CW Opportunity 2 LP

Varo Money, Inc.

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

Forge Global, Inc.

Varo Money, Inc.

Orchard Technologies, Inc.

Forge Global, Inc.

OneValley, Inc.

(f/k/a NestGSV, Inc.)

PSQ Holdings, Inc.

(d/b/a PublicSquare)

StormWind, LLC

Learneo, Inc.

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

(26,944,664 )

Aspiration Partners, Inc.

Orchard Technologies, Inc.

StormWind, LLC

PSQ Holdings, Inc.

PublicSquare) (1)

Learneo, Inc.

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

was less than $1.0 million for the six months ended June 30, 2024.

Repurchase Program

was less than $1.0 million for the nine months ended September 30, 2024.

Notes Due 2026 - Note Repurchase Program

August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),

1 unchanged sentence

market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act.

As of August 7, 2024, we had not repurchased any of the 6.00% Notes due 2026 under the Note Repurchase Program.

August 6, 2024, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”), by and between the Company and the purchaser identified therein (the “Purchaser”), pursuant to which we may issue up to a maximum of

$75.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029 (the “Convertible Notes”).

the Note Purchase Agreement, we agreed to issue and sell, and the Purchaser agreed to purchase, up to $25.0 million in aggregate

principal amount of the Convertible Notes (the “Initial Notes”).

Thereafter, upon mutual agreement between the Company and

the Purchaser, we may issue additional Convertible Notes for sale in subsequent offerings (the “Additional Notes”),

or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and

the New Notes, up to a maximum of $50.0 million in one or more private offerings.

The Purchaser will acquire, and we will issue,

up to $25.0 million of the Initial Notes on or about August 14, 2024 (the “Initial Closing Date”), and thereafter at such time

and date as the Purchaser and we mutually agree to purchase and sell any Additional Notes.

Interest on the Convertible

Notes will be paid quarterly in arrears on March 30, June 30, September 30, and December 30, at a rate of 6.50% per year, beginning September

The Convertible Notes will mature on August 14, 2029 and may be redeemed in whole or in part at any time or from time to

time at our option on or after August 6, 2027 upon the fulfillment of certain conditions.

The Convertible Notes will be convertible

into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of our common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment as provided in the Note Purchase Agreement.

net proceeds from the offering will be used to repay outstanding indebtedness, make investments in accordance with our investment

objective and investment strategy, and for other general corporate purposes.

The Note Purchase Agreement includes customary representations,

warranties, and covenants by the Company.

refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2024 for details

regarding activity in our investment portfolio from July 1, 2024 through August 7, 2024.

During the three months ended September 30, 2024, we repurchased and retired $25.3 million of aggregate principal amount of the 6.00%

Notes due 2026.

As of September 30, 2024, the dollar value of 6.00% Notes due 2026 that remained available to be purchased under

the Note Repurchase Program was approximately $9.7 million.

Refer to “Note 10—Debt

Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information regarding the

6.00% Notes due 2026.

Between October

1, 2024 and October 4, 2024, we repurchased an additional 201,446 units of the 6.00% Notes due 2026 under the Note Repurchase Program.

As of November 7, 2024, the aggregate principal dollar amount of 6.00% Notes due 2026 that may yet be repurchased by us under the Note

Repurchase Program is approximately $4.7 million.

Convertible Notes due 2029

August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at

a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing

on September 30, 2024.

We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions.

6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with

We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.

Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an

initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029,

subject to adjustment as provided in the Notes Purchase Agreement.

to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for

more information regarding the 6.50% Convertible Notes due 2029.

October 9, 2024, we issued and sold $5.0 million in aggregate principal amount of additional 6.50% Convertible Notes due 2029 (the

“Additional Notes”).

The Additional Notes are treated as a single series with our initial issuance of $25.0 million in

aggregate principal amount of the outstanding 6.50% Convertible Notes due 2029 (the “Initial Notes”) and have the same

terms as the Initial Notes.

The Additional Notes are fungible and rank equally with the Initial Notes.

Upon issuance of the

Additional Notes, the outstanding aggregate principal amount of our 6.50% Convertible Notes due 2029 became $30.0

Share Repurchase Program

On October 29, 2024, our Board

of Directors authorized an extension of the Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase

of $64.3 million in aggregate amount of our common stock.

The timing and number of shares

to be repurchased pursuant to the 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 its 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.

As of November 7, 2024, the dollar value of shares that remained available

to be purchased under the Share Repurchase Program was approximately $25.0 million.

refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of September 30, 2024 for

details regarding activity in our investment portfolio from October 1, 2024 through November 7, 2024.

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

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In addition, on December 17, 2021,

we issued $75.0 million aggregate principal amount of 6.00% Notes due December 30, 2026 (the “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, 2024.

we issued $75.0 million aggregate principal amount of 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”), of

which $49.7 million remain outstanding, and on August 14, 2024, we issued $25.0 million aggregate principal amount of 6.50% Convertible

Notes due August 14, 2029 (the “Convertible Notes”), all of which remain outstanding.

For additional information, see below

and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024.

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

months ended June 30, 2024 and 2023, our operating expenses including interest payments on our debt obligations were $9,433,971 and

For the nine months

ended September 30, 2024 and 2023, our operating expenses including interest payments on our debt obligations were $13,530,561 and $14,832,577,

respectively.

Cash Reserves and Liquid Securities

June 30, 2024

December 31, 2023

Cash Reserves

and Liquid Securities

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

to other sales restrictions(3)

Securities of publicly

traded portfolio companies

Cash Reserves and Liquid Securities

$ 107,502,205

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of publicly traded portfolio companies “subject to other sales restrictions”

represents common stock of our publicly traded portfolio companies that are currently subject to certain

lock-up restrictions.

the six months ended June 30, 2024, cash increased to $54,379,773 from $28,178,352 at the beginning of the year.

The increase in

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

Treasury bills and other investment income

received, offset by the purchase of new investments, repurchase of our common stock pursuant to a modified “Dutch

Auction” tender offer (the “Modified Dutch Auction Tender Offer”), payment of our operating expenses, and payment

of interest on the 6.00% Notes due 2026.

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, 2024.

represents common stock of our publicly traded portfolio companies that are currently subject

to certain lock-up restrictions.

the nine months ended September 30, 2024, cash increased to $32,737,114 from $28,178,352 at the beginning of the year.

in cash was primarily due to maturity of our investments in short-term U.S.

Treasury bills, the sale or exit of investments, and

other investment income received, offset by the purchase of new investments, repurchase of our common stock pursuant to a modified

“Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”), payment of our operating expenses,

and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.

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 September 30, 2024.

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

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the current circumstances.

summary of our significant contractual payment obligations as of June 30, 2024 is as follows:

Payments Due By Period (in millions)

summary of our significant contractual payment obligations as of September 30, 2024 is as follows:

Due By Period (in millions)

6.00% Notes due

6.50% Convertible Notes due

Operating lease liability

the principal balance payable to investors for the 6.00% Notes due 2026 as of June 30, 2024.

the principal balance payable to investors for the 6.00% Notes due 2026 as of September 30,

Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated

Financial Statements as of June 30, 2024 for more information.

Financial Statements as of September 30, 2024 for more information.

(2) Reflects the principal balance payable to investors for the 6.50% Convertible Notes due 2029 as of September 30,

Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of September

30, 2024 for more information.

Repurchase Program

the three and six months ended June 30, 2024, we did not repurchase any shares of our common stock under the discretionary open-market

share repurchase program (the “Share Repurchase Program”).

During the three and six months ended June 30, 2023, we did not

repurchase any shares of our common stock under the Share Repurchase Program.

As of June 30, 2024, the dollar value of shares that remained

available to be purchased under the Share Repurchase Program was approximately $20.7 million.

Currently, the Share Repurchase Program

is authorized until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in aggregate amount of our common stock.

the three and nine months ended September 30, 2024, we did not repurchase any shares of our common stock under the discretionary

open-market share repurchase program (the “Share Repurchase Program”).

During the three and nine months ended September

30, 2023, we repurchased 186,493 shares of our common stock under the Share Repurchase Program.

As of September 30, 2024, the dollar

value of shares that remained available to be purchased under the Share Repurchase Program was approximately $20.7 million.

August 7, 2023, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that

may be repurchased under the 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.

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

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For more information on the Share Repurchase Program,

see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2024.

see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2024.

Dutch Auction Tender Offer

February 20, 2024, we commenced the Modified Dutch Auction Tender

Offer to purchase up to 2,000,000 shares of our common stock from our stockholders, which expired on April 1, 2024.

In accordance

with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $4.00 per

share and not greater than $5.00 per share.

to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares,

on or about April 5, 2024 at a price of $4.70 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.

February 20, 2024, we commenced the Modified Dutch Auction Tender Offer to purchase up to 2,000,000 shares of our common stock from our

stockholders, which expired on April 1, 2024.

In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the

lowest price per share of not less than $4.00 per share and not greater than $5.00 per share.

to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares, on or

about April 5, 2024 at a price of $4.70 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 June 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements, including any risk management of commodity pricing

of September 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements, including any risk management of commodity pricing

or other hedging practices.

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and strategy and for general corporate purposes.

the three and six months ended June 30, 2024, we did not issue or sell Shares under the ATM program.

As of June 30, 2024, up to approximately

$98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

During the three and six months ended

June 30, 2023, we did not issue or sell Shares under the ATM program.

to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more information

the three and nine months ended September 30, 2024, we did not issue or sell Shares under the ATM program.

As of September 30, 2024,

up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

During the three

and nine months ended September 30, 2023, we did not issue or sell Shares under the ATM program.

to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information

regarding the ATM Program.

Notes due 2026

Notes due 2026 - Note Repurchase Program

December 17, 2021, we issued $ 70.0 million aggregate principal amount of 6.00 % Notes due 2026, which bear interest at a fixed rate of

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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 June 30, 2024 for more

information regarding the 6.00% Notes due 2026.

On August 6, 2024, our Board

of Directors approved the Note Repurchase Program, which allows us to repurchase

up to 46.67%, or $35.0 million in aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block

purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act.

During the three months ended September

30, 2024, we repurchased and retired $25.3 million of aggregate principal amount of the 6.00% Notes due 2026.

As of September 30, 2024,

the dollar value of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $9.7

Refer to “Note

10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information

regarding the 6.00% Notes due 2026.

Convertible Notes due 2029

August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to the Purchaser, which bear interest at

a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing

on September 30, 2024.

We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions.

6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with

We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.

6.50% Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an

initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029,

subject to adjustment as provided in the Notes Purchase Agreement.

to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more

information regarding the 6.50% Convertible Notes due 2029.

Distributions

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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 June 30, 2024.

that we have declared since our formation through September 30, 2024.

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

Date Declared

Amount per Share

November 4, 2015 (1)

40 unchanged sentences

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

to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.

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

although the total amount of cash distributed to all stockholders was limited to approximately

50% of the total distribution to be paid to all stockholders.

As a result of stockholder

elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding

shares prior to the distribution, as well as cash of $26,358,885.

elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu

of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well

as cash of $26,358,885.

The number of shares of common stock comprising the stock portion

was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share

of our common stock on December 28, 29 and 30, 2015.

was calculated based on a price of $9.425 per share, which equaled the average of the volume

weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015.

None of the $2.76 per share distribution represented a return of capital.

the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented

a return of capital.

of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains.

None of the distribution represented

a return of capital.

of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains.

None of the distribution represented

a return of capital.

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

to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.

the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution

from realized gains, and $66,487 represented a return of capital.

of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from

realized gains.

None of the distribution represented a return of capital.

of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized

None of the distribution represented a return of capital.

of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized

None of the distribution represented a return of capital.

of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized

None of the distribution represented a return of capital.

of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from

realized gains.

None of the distribution represented a return of capital.

of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized

None of the distribution represented a return of capital.

of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from

realized gains.

None of the distribution represented a return of capital.

of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized

None of the distribution represented a return of capital.

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

although the total amount of cash distributed to all stockholders was limited to approximately

50% of the total distribution to be paid to all stockholders.

As a result of stockholder

elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding

shares prior to the distribution, as well as cash of $29,987,589.

elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu

of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well

as cash of $29,987,589.

The number of shares of common stock comprising the stock portion

was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share

of our common stock on May 12, 13, and 14, 2021.

was calculated based on a price of $13.07 per share, which equaled the average of the volume

weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021.

None of the $2.50 per share distribution represented a return of capital.

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

to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.

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

although the total amount of cash distributed to all stockholders was limited to approximately

50% of the total distribution to be paid to all stockholders.

As a result of stockholder

elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding

shares prior to the distribution, as well as cash of $29,599,164.

elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu

of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well

as cash of $29,599,164.

The number of shares of common stock comprising the stock portion

was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share

of our common stock on August 11, 12, and 13, 2021.

was calculated based on a price of $13.55 per share, which equaled the average of the volume

weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021.

None of the $2.25 per share distribution represented a return of capital.

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

to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.

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

although the total amount of cash distributed to all stockholders was limited to approximately

50% of the total distribution to be paid to all stockholders.

As a result of stockholder

elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding

shares prior to the distribution, as well as cash of $28,494,812.

elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu

of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well

as cash of $28,494,812.

The number of shares of common stock comprising the stock portion

was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share

of our common stock on November 11, 12, and 13, 2021.

was calculated based on a price of $13.39 per share, which equaled the average of the volume

weighted-average trading price per share of our common stock on November 11, 12, and 13,

None of the $2.00 per share distribution represented a return of capital.

of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains.

None of the distribution

represented a return of capital.

of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains.

None of the distribution represented

a return of capital.

of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from

realized gains.

None of the distribution represented a return of capital.

of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized

None of the distribution represented a return of capital.

intend to focus on making equity-based investments from which we will derive primarily capital gains.

29 unchanged sentences

Federal and State Income Taxes ”

and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more information.

and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information.

The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are taxable subsidiaries, regardless of whether

14 unchanged sentences

Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.

See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of June 30, 2024

See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of September 30,

2024 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

Related-Party

“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more

“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of September 30, 2024 for

more information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis