What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2022-03-11 compared with 2021-03-12 · 227 added, 231 removed, 321 unchanged (59% of the section changed)

32 unchanged sentences

We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders.

In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and PIPE transactions of SPACs.

In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity ("PIPE") transactions of special purpose acquisition companies ("SPACs").

We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.

5 unchanged sentences

We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

computing and big data, internet commerce, financial technology, mobility, and enterprise software.

Our 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, social mobile, cloud computing and big data, internet commerce, financial technology, mobility, and enterprise software.

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.

3 unchanged sentences

As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range on investment themes.

Name Change to SuRo Capital Corp.

Articles of Amendment

On and effective June 22, 2020, the Company changed its name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp” (the“Name Change”) by filing Articles of Amendment (the “Articles of Amendment”) to its Articles of Amendment and Restatement, as amended (the “Charter”), with the Department of Assessments and Taxation of the State of Maryland to effect the Name Change.

In accordance with the Maryland General Corporation Law and the Charter, the Company’s board of directors approved the Name Change and the Articles of Amendment.

Stockholder approval was not required.

Second Amended and Restated Bylaws

In connection with the Name Change, the Company’s board of directors also approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”) to reflect the Name Change.

The Amended and Restated Bylaws became effective on June 22, 2020 and did not require stockholder approval.

For more information regarding the foregoing events, please refer to the Company’s current report on Form 8-K filed with the SEC on June 16, 2020.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

Internalization of Operating Structure

5 unchanged sentences

As a result, 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.

See “Part II, Item 8—Note 11—Stock-Based Compensation” in this Form 10-K for more information.

See “Part II, Item 8, Note 3—Related Party Arrangements” and “Part II, Item 8, Note 11—Stock-Based Compensation” in this Form 10-K for more information.

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

1 unchanged sentence

In March 2020, the outbreak of the novel coronavirus (“COVID-19”) was recognized as a pandemic by the World Health Organization.

Shortly thereafter, the President of the United States declared a National Emergency throughout the United States attributable to such pandemic.

The pandemic has become increasingly widespread in the United States, including in the markets in which the Company primarily operates.

As of the year ended December 31, 2021, and subsequent to December 31, 2021, the COVID-19 pandemic has had a significant impact on the U.S.

3 unchanged sentences

governmental authorities.

While several countries, as well as certain states, counties and cities in the United States, have relaxed initial public health restrictions with a view to partially or fully reopening their economies, many cities world-wide have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic.

These increases have led to the re-introduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally and could continue to lead to the re-introduction of such restrictions and business shutdowns elsewhere.

Additionally, as of March 2021, travelers from the United States are not allowed to visit Canada, Australia or the majority of countries in Europe, Asia, Africa and South America.

These continued travel restrictions may prolong the global economic downturn.

In addition, although the Federal Food and Drug Administration authorized vaccines produced by Pfizer-BioNTech and Moderna for emergency use starting in December 2020, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely.

The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Even after the COVID-19 pandemic subsides, the U.S.

economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.

As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.

Though the magnitude of the impact remains to be seen, we expect our portfolio companies and, by extension, our operating results to be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies will experience financial distress and may possibly default on their financial obligations to us and their other capital providers.

Some of our portfolio companies have significantly curtailed business operations, furloughed or laid off employees and terminated service providers, and deferred capital expenditures, which could impair their business on a permanent basis and additional portfolio companies may take similar actions.

We continue to closely monitor our portfolio companies, which includes assessing each portfolio company’s operational and liquidity exposure and outlook;

however, any of these developments would likely result in a decrease in the value of our investment in any such portfolio company.

Our portfolio companies and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may possibly default on their financial obligations to us and their other capital providers.

Any of these developments would likely result in a decrease in the value of our investment in any such portfolio company.

In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future distributions to our stockholders.

In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees have and continue to primarily work remotely without disruption to our operations.

This policy will remain in effect until it is deemed safe to return to our office.

In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees primarily worked remotely without disruption to our operations.

This policy was amended in February 2022 when it was deemed safe to return to our offices.

As of March 10, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2021.

3 unchanged sentences

The 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 December 31, 2020, of all of our portfolio investments, excluding U.S.

Treasury bills, was $280,779,774.

The fair value, as of December 31, 2021, of all of our portfolio investments was $260,136,253.

During the year ended December 31, 2021, we funded investments in an aggregate amount of $81,668,146 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Common Shares 2/12/2021 $ 499,986

Churchill Sponsor VI LLC (1)

Common Share Units & Warrant Units 2/25/2021 200,000

Churchill Sponsor VII LLC (2)

Common Share Units & Warrant Units 2/25/2021 300,000

Shogun Enterprises, Inc.

Preferred Shares, Series B-1 2/26/2021 3,499,994

Shogun Enterprises, Inc.

Preferred Shares, Series B-2 2/26/2021 3,499,998

Architect Capital PayJoy SPV, LLC (4)

Membership Interest in Lending SPV 3/24/2021 10,000,000

Commercial Streaming Solutions Inc.

(d/b/a BettorView) Simple Agreement for Future Equity ("SAFE") 3/26/2021 1,000,000

Colombier Sponsor LLC (5)

Class B Units & Class W Units 4/1/2021 502,193

Colombier Sponsor LLC (5)

Class B Units & Class W Units 6/7/2021 2,209,649

Churchill Capital Corp.

Common Shares, Class A 6/8/2021 10,000,000

Common Shares & Investec Preferred Shares 6/9/2021 10,000,000

Blink Health, Inc.

Preferred Shares, Series C 6/28/2021 4,999,987

AltC Sponsor LLC (7)

Share Units 7/21/2021 250,000

Preferred Shares 7/23/2021 2,500,002

Orchard Technologies, Inc.

Preferred Shares, Series D 8/9/2021 9,999,996

Varo Money, Inc.

Common Shares 8/11/2021 10,000,371

YouBet Technology, Inc.

(d/b/a PickUp) Preferred Shares, Series Seed-2 8/26/2021 499,999

True Global Ventures 4 Plus Pte Ltd (8)

Limited Partner Fund Investment 8/27/2021 706,000

(d/b/a Compliable) Preferred Shares, Series Seed-4 10/12/2021 1,000,000

Course Hero, Inc.

Preferred Shares, Series C 11/5/2021 9,999,971

Total $ 81,668,146

_________________________________

(1) Churchill Sponsor VI LLC is the sponsor of Churchill Capital Corp VI, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VI LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling board member of Churchill Capital Corp VI.

(2) Churchill Sponsor VII LLC is the sponsor of Churchill Capital Corp VII, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VII LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling board member of Churchill Capital Corp VII.

(3) Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of Shogun Enterprises, Inc.

and holds a minority equity interest in such company.

(4) As of December 31, 2021, the total $10.0 million capital commitment representing SuRo Capital Corp.'s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.

Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC and holds a minority equity interest in such investment manager.

(5) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Keri Findley, a senior managing director of the Company, and Claire Councill, an investment professional of the Company, are non-controlling members of the board of directors of Colombier Acquisition Corp.

(6) On June 11, 2021, Churchill Capital Corp.

II, a special purpose acquisition company, executed a private investment in public equity transaction in order to acquire shares of Software Luxembourg Holding S.A.

alongside the merger of Software Luxembourg Holding S.A.

and Churchill Capital Corp.

Following the merger, Software Luxembourg Holding S.A.

changed its name to Skillsoft Corp.

This investment constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest

in the entity that controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, and is a non-controlling board member of Churchill Capital Corp II.

(7) AltC Sponsor LLC is the sponsor of AltC Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company's investment in AltC Sponsor LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Klein, the Company's Chairman, Chief Executive Officer and President, has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company's Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling member of the board of directors of AltC Acquisition Corp.

(8) As of December 31, 2021, $0.7 million of a $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

During the year ended December 31, 2021, we capitalized fees of $47,893.

During the year ended December 31, 2021, we exited or received proceeds from investments in an amount of $259,698,537, net of transaction costs, and realized a net gain on investments of $218,735,504 (including U.S.

Treasury investments and adjustments to amounts held in escrow receivable) as shown in following table:

Portfolio Company Transaction Date Shares Average Net Share Price (1)

Net Proceeds Realized Gain (2)

Palantir Technologies, Inc.

Various 4,618,952 $ 26.72 $ 123,419,184 $ 110,544,068

Palantir Lending Trust SPV I (4)

Various N/A N/A 2,172,637 2,172,637

Residential Homes for Rent, LLC (d/b/a Second Avenue) (5)

Various N/A N/A 1,386,457 —

SP Holdings Group, Inc.

4/28/2021 2,542,587 0.19 490,246 490,246

(d/b/a CorpU) (6)

8/24/2021 N/A N/A 6,009,092 1,968,218

9/3/2021 1,799,047 1.67 3,011,486 1,010,886

Skillsoft Corp.

Various 18,157 12.63 229,269 47,699

Coursera, Inc.

Various 3,128,361 36.86 115,325,000 97,965,464

Tynker (f/k/a Neuron Fuel, Inc.) (9)

12/6/2021 534,162 5.44 2,907,951 2,598,640

NewLake Capital Partners, Inc.

Various 167,755 28.30 4,747,215 1,390,636

Total $ 259,698,537 $ 218,188,494

_________________________________

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

(2) Realized gain does not include adjustments to amounts held in escrow receivable.

(3) As of March 4, 2021, all remaining shares of Palantir Technologies, Inc.

held by us had been sold.

(4) The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc.

to which SuRo Capital Corp.

retains a beneficial equity upside interest.

As of December 31, 2021, 512,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions.

The realized gain from SuRo Capital Corp.'s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

(5) During the year ended December 31, 2021, approximately $1.4 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 $1.0 million repaid a portion of the outstanding principal and approximately $0.4 million was attributed to interest.

(6) As of December 31, 2021, net proceeds includes approximately $0.3 million in additional proceeds currently held in escrow.

(7) On September 3, 2021, Clever, Inc.

completed its sale to Kahoot!

In connection with this transaction, SuRo Capital Corp.

received 86,800 common shares in Kahoot!

ASA in addition to cash proceeds and amounts currently held in escrow.

SuRo Capital Corp.

is also eligible to receive cash and Kahoot!

ASA common shares subject to certain earn-out provisions and contingencies.

As of December 31, 2021, SuRo Capital Corp.'s common shares in Kahoot!

ASA were subject to certain lock-up restrictions.

(8) As of November 4, 2021, all remaining shares of Coursera, Inc.

held by us had been sold.

(9) As of December 31, 2021, net proceeds includes approximately $0.4 million in additional proceeds currently held in escrow.

During the year ended December 31, 2021, we realized a net investment loss of $0.1 million due to the expiration of our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 on July 18, 2021, and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series B preferred warrants with a strike price of $2.31 on November 29, 2021.

During the year ended December 31, 2021, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-3 preferred warrants with a strike price of $1.33 expired on April 4, 2021, and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 expired on October 6, 2021.

Year Ended December 31, 2020

During the year ended December 31, 2020, we funded investments in an aggregate amount of $31,242,228 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

Neutron Holdings, Inc.

34 unchanged sentences

_________________________________

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

(1) Realized gain/(loss) does not include amounts held in escrow receivable or any realized gain/(loss) incurred on the maturity of our U.S.

21 unchanged sentences

(d/b/a CorpU) Series D preferred warrants with a strike price of $4.59, expired on February 14, 2020.

As the COVID-19 situation continues to evolve, we are maintaining close communications with our portfolio companies to proactively assess and manage potential risks across our investment portfolio.

Year Ended December 31, 2019

53 unchanged sentences

During the year ended December 31, 2019, we did not write-off any investments.

Year Ended December 31, 2018

During the year ended December 31, 2018, we funded investments in an aggregate amount of $10,636,685 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

Ozy Media, Inc.

Promissory Note 10% Due 2/12/2018 1/12/2018 $ 100,000

SharesPost, Inc.

Common shares 6/15/2018 100,221

Knewton, Inc.

Unsecured Convertible Promissory Note 8% Due 12/31/2019 7/23/2018 134,405

Nextdoor.com, Inc.

Common shares 9/27/2018 6,326,790

Nextdoor.com, Inc.

Common shares 12/19/2018 1,390,373

Nextdoor.com, Inc.

Common shares 12/27/2018 2,284,896

NestGSV, Inc.

(d/b/a OneValley, Inc.) (3)

Unsecured Convertible Promissory Note 12% Due 12/31/2019 12/31/2018 300,000

Total $ 10,636,685

__________________

(1) During the year ended December 31, 2018, Ozy Media, Inc.’s obligations under its financing arrangements with us became past due.

Effe ctive April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018 and then to December 31, 2018 once certain conditions were satisfied.

Effective August 17, 2018, Ozy Media Inc.

executed an additional debt amendment, which expanded its borrowing limit.

In consideration for amending and restating the existing notes, we were issued warrants exercisable for 295,565 shares of Ozy Media Inc.'s common stock.

Subsequent to December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with us became past due.

On September 11, 2019, we agreed to convert the Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc.

and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

(2) On June 15, 2018 we exercised our 770,934 warrants to purchase shares of SharesPost, Inc.'s common stock, with a $0.13 strike price.

(3) Effective July 31, 2018, we agreed to extend the Convertible Promissory Note to NestGSV, Inc.

(d/b/a OneValley, Inc.) until December 31, 2018, with a new interest rate of 12%.

Previously accrued interest will be capitalized into the principal of the extended note.

On December 31, 2018, we extended the maturity of the Convertible Promissory Note to December 31, 2019, compounded the previously accrued and then-outstanding interest, and invested an additional $300,000.

The Convertible Promissory Note continues to accrue interest at 12%.

In consideration for the extension and additional investment, the 500,000 Series A-3 Preferred Warrants due April 4, 2019 and the 187,500 Series A-4 Preferred Warrants due October 6, 2019, were extended to April 4, 2021 and October 6, 2021, respectively.

We also received an additional 250,000 Series B Preferred Warrants due December 31, 2023.

During the year ended December 31, 2018, we capitalized fees of $32,350.

During the year ended December 31, 2018, we sold investments or received repayments from portfolio companies in an amount of $32,395,839, net of transaction costs, and realized a net loss on investments of $7,433,619 (including U.S.

Treasury investments) as shown in following table:

Portfolio Investment Net Proceeds Realized Gain/(Loss) (1)

$ 9,446,315 $ 3,437,847

NestGSV, Inc.

(d/b/a OneValley, Inc.) (3)

592,129 (680)

Avenues Global Holdings, LLC 5,923,795 (4,228,059)

General Assembly Space, Inc.

7,820,191 3,292,552

791,596 (9,711,762)

SugarCRM, Inc.

2,645,183 (4,332,777)

DreamBox Learning, Inc.

5,176,630 2,916,251

Total $ 32,395,839 $ (8,626,628)

__________________

(1) Realized gain/(loss) does not include amounts held in escrow or any realized gain/(loss) incurred on the maturity of our U.S.

Treasury investments.

(2) As of February 22, 2018, all remaining shares of Chegg, Inc.

held by us had been sold.

(3) Represents repayment of the 12% Unsecured Promissory Note Due 1/15/2018.

(4) On April 16, 2018, Adecco Group, a Swiss staffing company, announced that it was acquiring technology education provider General Assembly Space, Inc.

for $412.5 million, including debt financing.

We have received approximately $7.8 million in net proceeds as a result of the transaction, with approximately $1.5 million of additional proceeds held in escrow.

We have received approximately $1.4

million and $0 in escrow proceeds in 2019 and 2020, respectively, and expect to receive $60,557 in additional escrow proceeds in 2021.

(5) On March 27, 2018, Lytro, Inc.

announced that it was preparing to wind down the company over an unspecified period of time.

Google LLC acquired Lytro, Inc.’s intellectual property and certain other assets.

As a result of the transaction, we have received $0.8 million in net proceeds and expect to receive approximately $0.4 million in additional proceeds held in escrow.

We have received approximately $170,000 and $168,000 in escrow proceeds in 2019 and 2020, respectively.

(6) On June 14, 2018, SugarCRM, Inc.

entered into an agreement to be purchased by AKKR Candy Holdings, Inc.

As a result of the transaction, we have received $2.6 million in net proceeds and expect to receive approximately $0.3 million in additional proceeds held in escrow.

We received all escrow proceeds as of December 31, 2019.

(7) On July 18, 2018, DreamBox Learning, Inc.

entered into a definitive agreement to be acquired by a wholly owned subsidiary of DreamBox Learning Holding, LLC, an entity owned by The Rise Fund Deneb, LP.

As a result of the transaction, we have received $5.2 million in proceeds and expect to receive approximately $0.3 million in additional proceeds held in escrow.

We received all escrow proceeds as of December 31, 2019.

During the year ended December 31, 2018 we did not write-off any investments.

Results of Operations

6 unchanged sentences

Dividend income 573,070 817,617 500,000

Net Operating Expenses $ 16,338,543 $ 10,946,792 $ 9,252,413

Incentive fee waiver — — (5,000,000)

Management fee waiver — — (892,421)

Total Operating Expenses $ 11,401,661 $ 16,338,543 $ 10,946,792

2 unchanged sentences

Costs incurred under Administration Agreement — — 306,084

Compensation expense 6,162,716 8,801,841 4,286,972

Directors’ fees 752,442 445,000 383,370

Professional fees 2,665,689 2,962,781 5,290,329

Compensation expense (1)

8,801,841 4,286,972 —

Interest expense 693,526 2,247,817 2,372,570

Tax expense 43,574 33,825 482,994

Income tax expense 9,347 43,574 33,825

Other expenses 1,117,941 1,837,530 2,085,391

Net Investment Loss $ (9,930,819) $ (14,514,416) $ (9,451,068)

Net realized gain/(loss) on investments 16,441,223 19,179,340 (7,433,619)

Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018

— — (397,846)

Net realized gain on investments 218,735,504 16,441,223 19,179,340

Net change in unrealized appreciation/(depreciation) of investments (61,732,964) 73,410,631 13,339,859

73,410,631 13,339,859 9,641,050

Benefit from taxes on unrealized depreciation of investments — — 885,566

Net Change in Net Assets Resulting from Operations $ 147,071,721 $ 75,337,438 $ 23,953,697

__________________

(1) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

Investment Income

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

Investment income decreased to $1,470,842 for the year ended December 31, 2021 from $1,824,127 for the year ended December 31, 2020.

The net decrease between periods was due to a decrease in dividend income from SPBRX, Inc.

(f/k/a GSV Sustainability Partners, Inc.), and a decrease in accrued interest income from Palantir Lending Trust SPV I.

The decrease was offset by an increase in dividend income from Aventine Property Group, Inc., Treehouse Real Estate Investment Trust, Inc., and NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.), and interest income from the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan, Enjoy Technologies, Inc.

convertible promissory note, and Architect Capital PayJoy SPV, LLC membership interest in lending SPV during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

Investment income increased to $1,824,127 for the year ended December 31, 2020 from $1,495,724 for the year ended December 31, 2019.

2 unchanged sentences

dividends, relative to the year ended December 31, 2019.

For the year ended December 31, 2019 as compared to the year ended December 31, 2018

Investment income decreased to $1,495,724 for the year ended December 31, 2019 from $1,617,836 for the year ended December 31, 2018.

The decrease was due to decreased dividend income received from SPBRX, Inc.

(f/k/a GSV Sustainability Partners, Inc.) during the year ended December 31, 2019, relative to the year ended December 31, 2018.

The decrease was offset by dividends received from Treehouse Real Estate Investment Trust, Inc.

earned in the year ended December 31, 2019.

Operating Expenses

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

Total operating expenses decreased to $11,401,661 for the year ended December 31, 2021 from $16,338,543 for the year ended December 31, 2020.

The decrease in operating expense was primarily due to the decrease in the recognition of all unvested and unrecognized compensation cost related to the stock-based compensation plan upon cancellation of all outstanding options on April 28, 2020, as well as a decrease in interest expense, professional fees, income tax expense, and other expenses during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

Total operating expenses increased to $16,338,543 for the year ended December 31, 2020, from $10,946,792 for the year ended December 31, 2019.

1 unchanged sentence

The notable increase was partially offset by removal of management and professional fees related to the termination of the Investment Advisory Agreement and Administration Agreements.

For the year ended December 31, 2019 as compared to the year ended December 31, 2018

Total operating expenses, net of waiver of management and incentive fees, increased to $10,946,792 for the year ended December 31, 2019, from $9,252,413 for the year ended December 31, 2018.

The increase was primarily due to an increase in legal and audit fees, and the addition of temporary licensing fees and consulting fees, and compensation expense incurred in relation to our Internalization during the year ended December 31, 2019, relative to the year ended December 31, 2018.

The increase was primarily offset by the removal of management fees, removal of previously accrued incentive fees, and removal of costs incurred under Administration Agreement in relation to Internalization in the year ended December 31, 2019.

The increase was partially offset by a decrease in interest expense due to the extinguishment of the Convertible Senior Notes due September 15, 2018, as compared to the year ended December 31, 2018.

Net Investment Loss

1 unchanged sentence

For the year ended December 31, 2021, we recognized net investment loss of $9,930,819, compared to net investment loss of $14,514,416 for the year ended December 31, 2020.

The change between periods resulted from the increase in operating expenses, as discussed above, and an increase in total investment income between periods.

The change between periods resulted from the decrease in operating expenses between periods during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

For the year ended December 31, 2020, we recognized net investment loss of $14,514,416, compared to net investment loss of $9,451,068 for the year ended December 31, 2019.

The change between periods resulted from the increase in operating expenses, as discussed above, and a decrease in total investment income between periods.

The change between periods resulted from the increase in operating expenses, as discussed above, and an increase in total investment income between periods.

Net Realized Gain on Investments

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

For the year ended December 31, 2020, we recognized net realized gain on our investments of $16,441,223, compared to net realized gain of $19,179,340 for the year ended December 31, 2019.

The components of our net realized gains/losses on

portfolio investments for the year ended December 31, 2020 and 2019, excluding U.S.

For the year ended December 31, 2021, we recognized a net realized gain on our investments of $218,735,504, compared to a net realized gain of $16,441,223 for the year ended December 31, 2020.

The components of our net realized gains on portfolio investments for the year ended December 31, 2021 and 2020, excluding U.S.

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

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

For the year ended December 31, 2019, we recognized net realized gain on our investments of $19,179,340, compared to net realized loss of $7,433,619 for the year ended December 31, 2018.

For the year ended December 31, 2020, we recognized net realized gain on our investments of $16,441,223, compared to net realized gain of $19,179,340 for the year ended December 31, 2019.

The components of our net realized gains/losses on portfolio investments for the year ended December 31, 2020 and 2019, excluding U.S.

2 unchanged sentences

For the year ended December 31, 2021, we had a net change in unrealized appreciation/(depreciation) of $(61,732,964).

For the year ended December 31, 2019, we had a net change in unrealized appreciation/depreciation of $13,339,859 For the year ended December 31, 2018, we had a net change in unrealized appreciation of $9,641,050.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation and/or depreciation of our investment portfolio for the years ended December 31, 2020, 2019, and 2018.

For the year ended December 31, 2020, we had a net change in unrealized appreciation/(depreciation) of $73,410,631.

For the year ended December 31, 2019, we had a net change in unrealized appreciation/(depreciation) of $13,339,859.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the year ended December 31, 2021, 2020, and 2019.

Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2021

Palantir Technologies, Inc.

Coursera, Inc.

Course Hero, Inc.

Forge Global, Inc.

Palantir Lending Trust SPV I (1)

Nextdoor, Inc.

4C Insights (f/k/a The Echo Systems Corp.) (1)

Aspiration Partners, Inc.

Rover Group, Inc.

StormWind, LLC 3,872,381

NestGSV, Inc.

(d/b/a GSV Labs, Inc.) (2,326,760)

Treehouse Real Estate Investment Trust, Inc.

SharesPost, Inc.

(d/b/a CorpU) (1)

NewLake Capital Partners, Inc.

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

Varo Money, Inc.

Palantir Lending Trust SPV I (1,620,240)

Enjoy Technology, Inc.

Rent the Runway, Inc.

Ozy Media, Inc.

Neutron Holdings, Inc.

(d/b/a/ Lime) (6,515,508)

Parchment, Inc.

Coursera, Inc.

Palantir Technologies, Inc.

Total $ (61,732,964)

_______________________

(1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial sale, repayment, capital transaction (merger), or write-off of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

(1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

(2) “Other” represents investments (including U.S.

1 unchanged sentence

Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2020 Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2019

Palantir Technologies, Inc.

$ 66,368,123 Declara, Inc.

$ 12,334,151 Lytro, Inc.

Coursera, Inc.

16,772,218 Ozy Media, Inc.

12,218,812 Lyft, Inc.

Course Hero, Inc.

11,567,394 Coursera, Inc.

9,405,053 Course Hero, Inc.

Forge Global, Inc.

7,513,356 Coursera, Inc.

10,458,012 SharesPost, Inc.

Palantir Lending Trust SPV I (1)

2,550,762 Parchment, Inc.

4,745,425 Avenues Global Holdings, LLC (1)

Nextdoor Holdings, Inc.

1,968,755 Aspiration Partners, Inc.

3,511,682 Course Hero, Inc.

4C Insights (f/k/a The Echo Systems Corp.) (1)

1,414,905 Knewton, Inc.

2,979,116 SugarCRM, Inc.

Aspiration Partners, Inc.

(1,334,698) Enjoy Technology, Inc.

1,155,396 Palantir Technologies, Inc.

(d/b/a CorpU) (1,804,892) Knewton, Inc.

Palantir Technologies, Inc.

(2,471,310) Declara, Inc.

StormWind, LLC (1,342,526) CUX, Inc.

(d/b/a CorpU) (1,804,892)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.) (2,326,760) Palantir Technologies, Inc.

Treehouse Real Estate Investment Trust, Inc.

(4,063,112) A Place for Rover Inc.

(f/k/a DogVacay, Inc.) (2,548,128) Ozy Media, Inc.

(f/k/a DogVacay, Inc.) (2,548,128)

SharesPost, Inc.

(4,693,514) NestGSV, Inc.

(d/b/a OneValley, Inc.) (3,663,624) Chegg, Inc.

(d/b/a OneValley, Inc.) (3,663,624)

Ozy Media, Inc.

(5,585,800) Dropbox, Inc.

(4,219,119) Spotify Technology S.A.

Stormwind, LLC (4,343,218) General Assembly Space, Inc.

(11,313,418) Curious.com, Inc.

Neutron Holdings, Inc.

(d/b/a/ Lime) (6,515,508) Stormwind, LLC (4,343,218)

Parchment, Inc.

(6,895,603) Lyft, Inc.

174,980 Spotify Technology S.A.

1,444,856 Other (2)

Total $ 73,410,631 Total $ 13,339,859

_______________________

(2) “Other” represents investments (including U.S.

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the years ended December 31, 2019 or 2018.

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December 31, 2020 and 2019.

Recent Developments

1 unchanged sentence

Please refer to “Note 12—Subsequent Events” to our consolidated financial statements as of December 31, 2021 for details regarding activity in our investment portfolio from January 1, 2022 through March 10, 2022.

As the COVID-19 situation continues to evolve, we are maintaining close communications with our portfolio companies to proactively assess and manage potential risks across our investment portfolio.

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

2 unchanged sentences

Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

On January 26, 2021, the Company’s Board of Directors declared a dividend of $0.25 per share paid, in cash, on February 19, 2021 to stockholders of record as of the close of business on February 5, 2021.

On March 8, 2021, the Company's Board of Directors declared a dividend of $0.25 per share payable on April 15, 2021 to stockholders of record as of the close of business on March 30, 2021.

The dividend will be paid in cash.

Conversion of 4.75% Convertible Senior Notes due 2023

Effective as of February 5, 2021, the conversion price applicable to the 4.75% Convertible Senior Notes due 2023 was adjusted to $9.25 per share (108.0505 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023) from the most recent conversion price of $9.42 per share (106.1681 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023), which had been in effect since December 30, 2020.

The adjustment to the conversion rate of the 4.75% Convertible Senior Notes due 2023 was made pursuant to the supplemental indenture governing the 4.75% Convertible Senior Notes due 2023 as a result of the Company’s cash dividend of $0.25 per share, paid on February 19, 2021 to stockholders of record as of the close of business on February 5, 2021.

Redemption of 4.75% Convertible Senior Notes due 2023

On February 19, 2021, the Company caused notices of redemption to be issued to the holders of its 4.75% Convertible Senior Notes due 2023 regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 4.75% Convertible Senior Notes due 2023, pursuant to the Indenture, dated as of March 28, 2018, between the Company and U.S.

Bank National Association, as trustee, and the First Supplemental Indenture, dated as of March 28, 2018, between the Company and U.S.

Bank National Association, as trustee.

The Company will redeem $38,215,000 in aggregate principal amount of the issued and outstanding 4.75% Convertible Senior Notes due 2023 on March 29, 2021 (the “Redemption Date”).

The 4.75% Convertible Senior Notes due 2023 will be redeemed at 100% of their principal amount ($1,000 per note), plus the accrued and unpaid interest thereon from September 30, 2020, through, but excluding, the Redemption Date.

Holders of the 4.75% Convertible Senior Notes due 2023 may surrender such notes for conversion into shares of the Company’s common stock in lieu of receiving cash at any time prior to the close of business on the business day immediately preceding the Redemption Date.

A copy of the notice of redemption was included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

Please refer to that Current Report on Form 8-K for additional information.

As of December 31, 2020, $38,215,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 were outstanding (the “Outstanding Amount”).

Hypothetically, assuming all holders of the 4.75% Convertible Senior Notes due 2023 voluntarily submit the Outstanding Amount for conversion into shares of the Company’s common stock prior to the Redemption Date in accordance with the terms of the First Supplemental Indenture at the current conversion price of $9.25 per share (108.0505 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023), approximately 4,129,150 shares of the Company’s common stock would be issued.

The dilutive effect of such conversions on the Company’s net asset value per share of $15.14 as of December 31, 2020 would be approximately $1.01.

On March 8, 2022, the Company’s Board of Directors declared a cash dividend of $0.11 per share, payable on April 15, 2022 to stockholders of record as of the close of business on March 25, 2022.

At-the-Market Offering

From January 1, 2022 through March 10, 2022, the Company issued and sold 17,807 Shares under the ATM Program at a 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 10, 2022, up to $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2021 for more information regarding the ATM Program.

The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S.

2 unchanged sentences

The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain.

The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the crisis, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

As of March 10, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2021.

The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business.

On March 9, 2022, Keri Findley, who served as a senior managing director of the Company, tendered her resignation from the Company effective as of the same day.

Findley will leave the Company to pursue other opportunities and her departure is not a result of any disagreement relating to the Company's business, operations, policies or practices.

Liquidity 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.

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".

Our $12.0 million senior secured revolving Credit Facility with Western Alliance Bank (the "Credit Facility") matured and expired on May 31, 2019 and no amounts were outstanding under the Credit Facility as of such date.

See “Note 10—Debt Capital Activities.” In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, as discussed further below and in “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2020.

In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, the outstanding principal amount of which we redeemed in full on March 29, 2021.

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 consolidated financial statements as of December 31, 2021.

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

For the year ended December 31, 2020, our operating expenses were $16,338,543, including compensation expense related to the cancellation of the options granted under the 2019 Equity Incentive Plan.

For the years ended December 31, 2019 and 2018, our operating expenses were $10,946,792 and $9,252,413, net of fee waivers, respectively.

For the year ended December 31, 2021, our operating expenses were $11,401,661.

For the years ended December 31, 2020 and 2019, our operating expenses were $16,338,543 and $10,946,792, respectively.

Cash Reserves and Liquid Securities December 31, 2021 December 31, 2020 December 31, 2019

Cash $ 198,437,078 $ 45,793,724 $ 44,861,263

Borrowing availability under the Credit Facility (1)

— — 12,000,000

Securities of publicly traded portfolio companies:

6 unchanged sentences

_______________________

(1) Subject to leverage and borrowing base restrictions and other requirements under the Credit Facility as of December 31, 2018.

The Credit Facility matured on May 31, 2019.

Refer to "Note 10—Debt Capital Activities" to our consolidated financial statements as of December 31, 2020 for details.

(1) "Unrestricted securities" represents common stock of our publicly traded companies that are not subject to any restrictions upon sale.

We may incur losses if we liquidate these positions to pay operating expenses or fund new investments.

As of December 31, 2020, this balance was $0 as we were not holding any publicly traded portfolio companies that were not subject to other sales restrictions.

As of December 31, 2019, this balance was $0 as we were not holding any publicly traded portfolio companies.

As of December 31, 2018, this balance represents our shares of common stock in Spotify Technology S.A.

and Dropbox, Inc.

(3) As of December 31, 2020, this balance represents our shares of common stock in Palantir Technologies, Inc.

that were subject to certain lock-up restrictions.

(2) Securities 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 year ended December 31, 2021, cash increased to $198,437,078 from $45,793,724 at the beginning of the year.

The increase in cash was primarily due to proceeds from the sale of our common stock, interest income, dividends, and escrow proceeds received from our investments, offset by cash used to purchase investments, pay dividends, repurchase our common stock under the Share Repurchase Program, make interest payments related to our 4.75% Convertible Senior Notes due 2023, and pay operating expenses.

The increase in cash was primarily due to proceeds from the sale of our investments in Palantir Technologies, Inc., Coursera, Inc.

and other investment monetizations in addition to the proceeds received from the issuance of our 6.00% Notes due 2026, offset by cash used to purchase investments, pay dividends, and pay our operating expenses.

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

5 unchanged sentences

1 year 1–3 years 3–5 years More than

Payable for securities purchased (1)

75.0 — — 75.0 —

Convertible Senior Notes (2)

38.2 — 38.2 — —

Operating lease liability 0.5 0.2 0.3 — —

1 unchanged sentence

_______________________

(1) “Payable for securities purchased” relates to the purchase of U.S.

Treasury bills on margin and repurchase of our common stock under the Share Repurchase Program.

This balance was subsequently repaid in early January 2021, when the $150.0 million United States Treasury bill matured and the $15.8 million margin deposit that we posted as collateral was returned.

(2) The balance shown for the "Convertible Senior Notes" reflects the principal balance payable to investors for the 4.75% Convertible Senior Notes due 2023 as of December 31, 2020.

(1) The balance shown for the "Notes" reflects the principal balance payable to investors for the 6.00% Notes due 2026 as of December 31, 2021.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information.

Share Repurchase Program

During the year ended December 31, 2020, we repurchased 1,655,848 shares of our common stock pursuant to the Share Repurchase Program.

During the year ended December 31, 2021, we did not repurchase shares of our common stock pursuant to the Share Repurchase Program.

As of December 31, 2021, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $9.6 million.

During the year ended December 31, 2020, the Company repurchased 1,655,848 shares 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 Securities Exchange Act of 1934, as amended.

For more information on the Share Repurchase Program, see "Part II.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities".

For more information on the Share Repurchase Program, see "Part II, Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" and “Note 5—Common Stock” to our condensed consolidated financial statements as of December 31, 2021.

Off-Balance Sheet Arrangements

5 unchanged sentences

(collectively, the "Agents").

Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50,000,000 in aggregate amount of shares of its 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 $150,000,000 from $50,000,000.

In connection with the upsize of the ATM Program to $150,000,000, the Company entered into the Amendment No.

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 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 million.

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

1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents.

1 unchanged sentence

During the year ended December 31, 2021, the Company issued and sold 5,900 Shares under the ATM Program at a weighted-average price of $13.42 per share, for gross proceeds of $79,198 and net proceeds of $78,608, after deducting commissions to the Agents on Shares sold.

As of December 31, 2020, up to $99,099,674 in aggregate amount of the Shares remain available for sale under the ATM Program.

As of December 31, 2021, up to $99.0 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2021 for more information regarding the ATM Program.

4.75% Convertible Senior Notes due 2023

On March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bear interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018.

We received $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 4.75% Convertible Senior Notes due 2023 mature on March 28, 2023, unless previously repurchased or converted in accordance with their terms.

We do not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021.

On March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bore interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018.

We received approximately $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023, unless previously repurchased or converted in accordance with their terms.

We did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021.

On March 29, 2021, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon, which amounted to approximately $0.8 million.

As a result of this redemption and prior conversions of the 4.75% Convertible Senior Notes due 2023 into shares of our common stock by the holders thereof, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of March 29, 2021.

During the year ended December 31, 2021, the Company issued 4,097,808 shares of its common stock and cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29, 2021.

During the year ended December 31, 2020, the Company issued 174,888 shares of its 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.

Refer to “—Recent Developments” and “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2020 for more information regarding the 4.75% Convertible Senior Notes due 2023.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information regarding the 4.75% Convertible Senior Notes due 2023.

6.00% Notes due 2026

On 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 6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026.

We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.

We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information regarding the 6.00% Notes due 2026.

Distributions

10 unchanged sentences

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 7. Management’s Discussion and Analysis