What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-12 compared with 2024-03-14 · 172 added, 165 removed, 176 unchanged (66% of the section changed)

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both above and below our NAV per share.

It is not possible to predict whether our common stock will trade at, above or below

See “Item 1A.

Risk Factors—Risks Related to an Investment in Our Securities.” The following table sets forth,

for each fiscal quarter for the fiscal years ended December 31, 2023, 2022 and 2021, the NAV per share of our common stock, the range

of high and low closing sales prices for our common stock, and such closing sales price as a percentage (premium and discount) to our

NAV per share.

The closing market prices reported below have been adjusted to give retroactive effect to material changes

resulting from stock dividends.

The reported closing market price of our common stock on March 13, 2024 was $4.36 per share, which

represented an approximately 45.4% discount to our NAV of $7.99 per share as of December 31, 2023.

Premium/(Discount)

It is not possible to predict whether our common stock will trade at, above or below NAV.

Risk Factors—Risks Related to an Investment in Our Securities.” The following table sets forth, for each

fiscal quarter for the fiscal years ended December 31, 2024, 2023 and 2022, the NAV per share of our common stock, the range of high

and low closing sales prices for our common stock, and such closing sales price as a percentage (premium and discount) to our NAV per

The closing market prices reported below have been adjusted to give retroactive effect to material changes resulting from stock

The reported closing market price of our common stock on March 11, 2025 was $5.27 per share, which represented an approximately

21.1% discount to our NAV of $6.68 per share as of December 31, 2024.

High Close Price as a Premium/(Discount)

Close Price as a Premium/(Discount)

Fourth Quarter

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First Quarter

per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of

the high and low close prices.

The NAV per share figures shown are based on outstanding shares at the end of each period.

as the respective high or low close sales price divided by the NAV and subtracting 1.

NAV per share is determined as of the last day in the relevant

quarter and therefore may not reflect the NAV per share on the date of the high and low close prices.

The NAV per share figures shown

are based on outstanding shares at the end of each period.

Calculated as the respective high or low close sales price

divided by the NAV and subtracting 1.

of March 11, 2025, there were 17 holders of record of our common stock (including Cede & Co.).

Distributions

have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for

the tax treatment applicable to RICs.

To maintain RIC tax treatment, we must, among other things, distribute at least 90% of our ordinary

income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Further, undistributed taxable

income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that

fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth month following the close

of that fiscal year or (2) the extended due date for filing the U.S.

federal income tax return for that fiscal year.

In order to avoid

certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum

of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year

period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not

distributed during such years.

In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term

capital gains in excess of net short-term capital losses), if any, at least annually, we may in the future decide to retain such capital

gains for investment.

If this happens, our stockholders will be treated as if they received an actual distribution of the capital gains

we retain and reinvested the net after-tax proceeds in us.

Stockholders may be eligible to claim a tax credit (or, in certain circumstances,

a tax refund) equal to the allocable share of the tax we paid on the capital gains deemed distributed to them.

We can offer no assurance

that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities,

we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the

1940 Act or if distributions are limited by the terms of any of our borrowings.

have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify

for the tax treatment applicable to RICs.

To maintain RIC tax treatment, we generally must, among other things, distribute at least

90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Further, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12

months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day

of the ninth month following the close of that fiscal year or (2) the extended due date for filing the U.S.

federal income tax

return for that fiscal year.

In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each

calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital

gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and

net capital gains for preceding years that were not distributed during such years.

In addition, although we currently intend to

distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at

least annually, we may in the future decide to retain such capital gains for investment.

If this happens, our stockholders will be

treated as if they received an actual distribution of the capital gains we retain and reinvested the net after-tax proceeds in us.

Stockholders may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to the allocable share of the

tax we paid on the capital gains deemed distributed to them.

We can offer no assurance that we will achieve results that will permit

the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making

distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are

limited by the terms of any of our borrowings.

timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally

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

Date Declared

Amount per Share

November 4, 2015 (1)

November 16, 2015

December 31, 2015

August 3, 2016 (2)

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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

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.

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.

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.

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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.

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.

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.

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.

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.

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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.

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.

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a return of capital.

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

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

As a consequence, we do not anticipate

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gains available for distribution to stockholders will be impacted by our tax status.

current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of

our common stock under our dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividends and/or

long-term capital gains distributions in cash.

Under the DRIP, if a stockholder owns shares of common stock

registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically

reinvested in additional shares of common stock unless the stockholder opts out of our DRIP by delivering a

written notice to our dividend paying agent prior to the record date of the next dividend or distribution.

Any distributions

reinvested under the plan will nevertheless be treated as received by the U.S.

current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our

common stock under our dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividends

and/or long-term capital gains distributions in cash.

Under the DRIP, if a stockholder owns shares of common stock registered in its

own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional

shares of common stock unless the stockholder opts out of our DRIP by delivering a written notice to our dividend paying agent prior

to the record date of the next dividend or distribution.

Any distributions reinvested under the plan will nevertheless be treated as

received by the U.S.

stockholder for U.S.

federal income tax purposes,

although no cash distribution has been made.

As a result, if a stockholder does not elect to opt out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder

will not receive a corresponding cash distribution.

Stockholders that hold shares in the name of a broker or financial intermediary

should contact the broker or financial intermediary regarding any election to receive distributions in cash.

long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.

federal and state income taxes on

any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.

Rather, any tax liability

related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial

federal income tax purposes, although no cash distribution has been made.

As a result, if a

stockholder does not elect to opt out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested

dividends even though such stockholder will not receive a corresponding cash distribution.

Stockholders that hold shares in the name

of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions

long as we qualify as a RIC, we generally will not be subject to U.S.

federal and state income taxes on any ordinary income or capital

gains that we distribute at least annually to our stockholders as dividends.

To the extent all our ordinary income and capital gains

are timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations

of our investors and will not be reflected in our consolidated financial statements.

See “Note 2—Significant Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note

9—Income Taxes” to our Consolidated Financial Statements as of December 31, 2023 for more information.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our Consolidated Financial Statements as of

December 31, 2024 for more information.

The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S.

federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC.

The Taxable Subsidiaries

included in our Consolidated Financial Statements are taxable subsidiaries, regardless of whether we are taxed as a RIC.

These Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the

are not consolidated for U.S.

federal income tax purposes and may generate income tax expenses as a result of their ownership of the

portfolio companies.

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following table details the securities authorized for issuance under our equity compensation plans as of December 31, 2024:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

following graph compares the cumulative total return on our common stock with that of the Standard & Poor’s 500 Stock Index

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Nasdaq Stock Index

graph and other information furnished under this Part II, Item 5 of this Form 10-K shall not be deemed to be “soliciting

material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of

the Exchange Act.

graph and other information furnished under this Part II, Item 5 of this Form 10-K shall not be deemed to be “soliciting material”

or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

The stock price performance included in the above graph is not necessarily indicative of future stock price performance.

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Purchased (2)

1 through January 31, 2023

1 through February 28, 2023

1 through March 31, 2023

January 1 through January 31, 2024

February 1 through February 28, 2024

March 1 through March 31, 2024

1 through April 30, 2024

1 through May 31, 2023

1 through June 30, 2023

1 through July 31, 2023

1 through August 31, 2023

1 through September 30, 2023

1 through October 31, 2023

1 through November 30, 2023

1 through December 31, 2023

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 share.

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.

August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which our Board of Directors

authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the

repurchase of $5.0 million in aggregate amount of our common stock.

Following several intervening approvals from our Board of

Directors to increase the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase

Program and/or extend the Share Repurchase Program to later expiration dates, most recently, on August 7, 2023, our Board of

Directors approved an extension of the Share Repurchase Program under the earlier of (i) October 31, 2024 or (ii) the repurchase of

$60.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased 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

During the year ended December 31, 2023, we repurchased 186,493 shares of common stock under the Share

Repurchase Program.

As of December 31, 2023, the dollar value of shares that remained available to be purchased under

the Share Repurchase Program was approximately $20.7 million.

May 1 through May 31, 2024

June 1 through June 30, 2024

July 1 through July 31, 2024

August 1 through August 31, 2024

September 1 through September 30, 2024

October 1 through October 31, 2024

November 1 through November 30, 2024

December 1 through December

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 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.

August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program (the “Share Repurchase

Program”) under which our Board of Directors authorized the repurchase of shares of our common stock in the open market until

the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock.

Following several

intervening approvals from our Board of Directors to increase the amount of shares of our common stock that may be repurchased under

the discretionary Share Repurchase Program and/or extend the Share Repurchase Program to later expiration dates, most recently, on

October 29, 2024, our Board of Directors approved an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, 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 will depend on a number of factors, including market conditions and alternative investment opportunities.

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.

During the year ended December 31, 2024, we did not repurchase any shares of common

stock under the Share Repurchase Program.

As of December 31, 2024, the dollar value of shares that remained available to be

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

purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange

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about our senior securities is shown in the following table as of the end of the last ten fiscal years.

The report of our

independent registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2023, 2022, 2021, 2020

and 2019, is attached as an exhibit to this annual report on Form 10-K.

Class and Year

Total Amount Outstanding Exclusive of Treasury Securities (1)

Asset Coverage Ratio Per Unit (2)

Involuntary Liquidation Preference Per Unit (3)

Average Market Value Per Unit

The report of our independent

registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2024, 2023, 2022, 2021 and 2020, is

attached as an exhibit to this annual report on Form 10-K.

Amount Outstanding Exclusive of Treasury Securities (1)

Coverage Ratio Per Unit (2)

Liquidation Preference Per Unit (3)

Market Value Per Unit

Convertible Notes due 2029

Fiscal 2024 (9)

Notes due 2026

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Fiscal 2022 (4)

Fiscal 2021 (4)

Convertible Senior Notes due 2023

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Fiscal 2018 (6)

Credit Facility

Fiscal 2019 (7)

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Fiscal 2015 (8)

Fiscal 2014 (8)

gross amount of each class of senior securities outstanding at the end of the period presented, before deduction of discount and

debt issuance costs.

coverage per unit for a class of senior securities is the ratio of the carrying value of our total consolidated assets, less all

liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any

security junior to it.

The “—” in this column indicates that the SEC expressly does not require this information

to be disclosed for the types of senior securities representing indebtedness issued by the Company as of the stated time periods.

gross amount of each class of senior securities outstanding at the end of the period presented,

before deduction of discount and debt issuance costs.

coverage per unit for a class of senior securities is the ratio of the carrying value of

our total consolidated assets, less all liabilities and indebtedness not represented by senior

securities, to the aggregate amount of senior securities representing indebtedness.

coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

amount to which such class of senior security would be entitled upon the voluntary liquidation

of the issuer in preference to any security junior to it.

The “—” in this

column indicates that the SEC expressly does not require this information to be disclosed

for the types of senior securities representing indebtedness issued by the Company as of

the stated time periods.

6.00% Notes due 2026 were issued on December 17, 2021.

the year ended December 31, 2020, we issued 174,888 shares of our common stock and cash for fractional shares upon the conversion

of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

The 4.75% Convertible Senior Notes due

2023 were repaid in full with interest on March 29, 2021.

During the year ended December 31, 2024, 1,213,304 units of the 6.00% Notes

due 2026 representing $30,332,600 in principal were repurchased.

the year ended December 31, 2020, we issued 174,888 shares of our common stock and cash for

fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the

4.75% Convertible Senior Notes due 2023.

The 4.75% Convertible Senior Notes due 2023 were

repaid in full with interest on March 29, 2021.

5.25% Convertible Senior Notes due 2018 were repaid in full with interest on September 15,

amounts under the $12.0 million senior secured revolving Credit Facility with Western Alliance Bank, National Association, which matured on May 31, 2019.

amounts under the $18.0 million Credit Facility with Silicon Valley Bank, National Association, which matured on December 31, 2016.

(7) Represents

amounts under the $12.0 million senior secured revolving Credit Facility with Western Alliance

Bank National Association, which matured on May 31, 2019.

(8) Represents

amounts under the $18.0 million Credit Facility with Silicon Valley Bank National Association,

which matured on December 31, 2016.

6.50% Convertible Notes due 2029 were issued on August 14, 2024 in the amount of $25.0 million and on October 9, 2024 in the amount of $5.0 million.

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-K

Item 5. Market for Registrant’s Common Equity