Management’s Discussion and Analysis of Financial Condition and Results of Operations
−Removed: Forward-Looking
−Removed: quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties.
−Removed: These forward-looking
−Removed: statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and
−Removed: prospective portfolio investments, our industry, our beliefs, and our assumptions.
−Removed: Words such as “anticipates,” “expects,”
−Removed: “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,”
−Removed: “estimates,” “would,” “could,” “should,” “targets,” “projects,”
−Removed: and variations of these words and similar expressions are intended to identify forward-looking statements.
−Removed: forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation,
−Removed: statements as to:
−Removed: future operating results;
−Removed: dependence upon our management team and key investment professionals;
−Removed: business prospects and the prospects of our portfolio companies;
−Removed: ability to manage our business and future growth;
−Removed: impact of investments that we expect to make;
−Removed: related to investments in growth-stage companies, other venture capital-backed companies,
−Removed: and generally U.S.
−Removed: contractual arrangements and relationships with third parties;
−Removed: ability to make distributions;
−Removed: dependence of our future success on the general economy and its impact on the industries
−Removed: in which we invest;
−Removed: related to the uncertainty of the value of our portfolio investments;
−Removed: ability of our portfolio companies to achieve their objectives;
−Removed: in political, economic or industry conditions;
−Removed: expected financings and investments;
−Removed: impact of changes in laws or regulations (including the interpretation thereof), including
−Removed: tax laws, on our operations and/or the operation of our portfolio companies;
−Removed: adequacy of our cash resources and working capital;
−Removed: related to market volatility, including general price and volume fluctuations in stock markets;
−Removed: timing of cash flows, if any, from the operations of our portfolio companies.
−Removed: statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond
−Removed: our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
−Removed: statements, including, without limitation:
−Removed: economic downturn could impair our portfolio companies’ ability to continue to operate,
−Removed: which could lead to the loss of some or all of our investments in such portfolio companies;
−Removed: economic downturn could disproportionately impact the market sectors in which a significant
−Removed: portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;
−Removed: contraction of available credit and/or an inability to access the equity markets could impair
+Added: Forward-Looking Statements
+Added: This quarterly report on Form
+Added: 10-Q contains forward-looking statements that involve substantial risks and uncertainties.
+Added: These forward-looking statements are not historical
+Added: facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments,
+Added: our industry, our beliefs, and our assumptions.
+Added: Words such as “anticipates,” “expects,” “intends,”
+Added: “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
+Added: “would,” “could,” “should,” “targets,” “projects,” and variations of these
+Added: words and similar expressions are intended to identify forward-looking statements.
+Added: The forward-looking statements
+Added: contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:
+Added: ● our future operating results;
+Added: ● our dependence upon our management team and key investment professionals;
+Added: ● our business prospects and the prospects of our portfolio companies;
+Added: ● our ability to manage our business and future growth;
+Added: ● the impact of investments that we expect to make;
+Added: ● risks related to investments in growth-stage companies, other venture capital-backed companies, and generally
+Added: ● our contractual arrangements and relationships with third parties;
+Added: ● our ability to make distributions;
+Added: ● the dependence of our future success on the general economy and its impact on the industries in which
+Added: ● risks related to the uncertainty of the value of our portfolio investments;
+Added: ● the ability of our portfolio companies to achieve their objectives;
+Added: ● change in political, economic or industry conditions;
+Added: ● our expected financings and investments;
+Added: ● the impact of changes in laws or regulations (including the interpretation thereof), including tax laws,
+Added: on our operations and/or the operation of our portfolio companies;
+Added: ● the adequacy of our cash resources and working capital;
+Added: ● risks related to market volatility, including general price and volume fluctuations in stock markets;
+Added: ● the timing of cash flows, if any, from the operations of our portfolio companies.
+Added: These statements are not guarantees
+Added: of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to
+Added: predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including,
+Added: without limitation:
+Added: ● an economic downturn could impair our portfolio companies’ ability to continue to operate, which
+Added: could lead to the loss of some or all of our investments in such portfolio companies;
+Added: ● an economic downturn could disproportionately impact the market sectors in which a significant portion
+Added: of our portfolio is concentrated, causing us to suffer losses in our portfolio;
+Added: ● a contraction of available credit and/or an inability to access the equity markets could impair our investment
+Added: ● increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’
+Added: operating results, causing us to suffer losses in our portfolio;
+Added: ● interest rate volatility could adversely affect our results, particularly because we use leverage as part
+Added: of our investment strategy;
+Added: ● the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”
+Added: in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.
+Added: Although we believe that the
+Added: assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate,
+Added: and as a result, the forward-looking statements based on those assumptions also could be inaccurate.
+Added: Important assumptions include our
+Added: ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.
+Added: of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should
+Added: not be regarded as a representation by us that our plans and objectives will be achieved.
+Added: These risks and uncertainties include those
+Added: described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K in the “Risk Factors” sections.
+Added: You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form
+Added: The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated
+Added: financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
+Added: We are an internally managed,
+Added: non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”)
+Added: under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify
+Added: annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
+Added: Our investment objective is
+Added: to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and
+Added: to a lesser extent, income from debt investments.
+Added: We invest principally in the equity securities of what we believe to be rapidly growing
+Added: venture capital-backed emerging companies.
+Added: We acquire our investments through direct investments in prospective portfolio companies, secondary
+Added: marketplaces for private companies, negotiations with selling stockholders, and through investments in special purpose vehicles (“SPVs”)
+Added: and investment funds that invest directly in the equity or debt of a single private issuer.
+Added: In addition, we may invest in private credit
+Added: and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity (“PIPE”)
+Added: transactions of special purpose acquisition companies (“SPACs”).
+Added: We may also invest on an opportunistic basis in select publicly
+Added: traded equity securities or certain non-U.S.
+Added: companies that otherwise meet our investment criteria, subject to applicable requirements
+Added: of the 1940 Act.
+Added: To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment
+Added: company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of
+Added: our net assets.
+Added: In regard to the regulatory
+Added: requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,”
+Added: and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S.
+Added: that are not investment companies and that do not have securities listed on a national exchange.
+Added: If at any time less than 70% of our gross
+Added: assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease
+Added: in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such
+Added: time as 70% of our then-current gross assets were comprised of qualifying assets.
+Added: We would not be required, however, to dispose of any
+Added: non-qualifying assets in such circumstances.
+Added: Our investment philosophy is
+Added: based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry
+Added: themes which may include, among others, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods
+Added: & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Sports.
+Added: Our investment
+Added: decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations,
+Added: focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an
+Added: understanding of key market fundamentals.
+Added: Venture capital funds or other institutional investors have invested in the vast majority of
+Added: companies we evaluate.
+Added: We seek to deploy capital primarily
+Added: in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms
+Added: of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities
+Added: with a significant equity component.
+Added: Typically, our preferred stock investments are non-income producing, have different voting rights
+Added: than our common stock investments and are generally convertible into common stock at our discretion.
+Added: As our investment strategy is primarily
+Added: focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital
+Added: raising to meet our operating needs if no other source of liquidity is available.
+Added: We seek to create a low-turnover
+Added: portfolio that includes investments in companies representing a broad range of investment themes.
+Added: We formed in 2010 as a Maryland
+Added: corporation and operate as an internally managed, non-diversified closed-end management investment company.
Our investment activities
−Removed: in inflation or an inflationary economic environment could adversely affect our portfolio
−Removed: companies’ operating results, causing us to suffer losses in our portfolio;
−Removed: rate volatility could adversely affect our results, particularly because we use leverage
−Removed: as part of our investment strategy;
−Removed: risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”
−Removed: in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings
−Removed: with the SEC.
−Removed: we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove
−Removed: to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.
−Removed: Important assumptions
−Removed: include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.
−Removed: In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form
−Removed: 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved.
−Removed: These risks and uncertainties include
−Removed: those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K in the “Risk Factors”
−Removed: You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly
−Removed: report on Form 10-Q.
−Removed: The following analysis of our financial condition and results of operations should be read in conjunction with our
−Removed: condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
−Removed: are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development
−Removed: company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
−Removed: treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
−Removed: Code of 1986, as amended (the “Code”).
−Removed: investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related
−Removed: investments, and to a lesser extent, income from debt investments.
−Removed: We invest principally in the equity securities of what we believe
−Removed: to be rapidly growing venture capital-backed emerging companies.
−Removed: We acquire our investments through direct investments in prospective
−Removed: 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
−Removed: In addition, we may invest
−Removed: in private credit and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity
−Removed: (“PIPE”) transactions of special purpose acquisition companies (“SPACs”).
−Removed: We may also invest on an opportunistic
−Removed: basis in select publicly traded equity securities or certain non-U.S.
−Removed: companies that otherwise meet our investment criteria, subject
−Removed: to applicable requirements of the 1940 Act.
−Removed: To the extent we make investments in private equity funds and hedge funds that are excluded
−Removed: from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit
−Removed: such investments to no more than 15% of our net assets.
−Removed: regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible
−Removed: portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies”
−Removed: generally include U.S.
−Removed: companies that are not investment companies and that do not have securities listed on a national exchange.
−Removed: at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of
−Removed: any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional
−Removed: non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets.
−Removed: We would not be required,
−Removed: however, to dispose of any non-qualifying assets in such circumstances.
−Removed: investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed
−Removed: companies across several key industry themes which may include, among others, Software-as-a-Service, Artificial Intelligence,
−Removed: Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo
−Removed: Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio
−Removed: company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues,
−Removed: and path to profitability, as well as an understanding of key market fundamentals.
−Removed: Venture capital funds or other institutional
−Removed: investors have invested in the vast majority of companies we evaluate.
−Removed: seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,
−Removed: preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity,
−Removed: and convertible debt securities with a significant equity component.
−Removed: Typically, our preferred stock investments are non-income producing,
−Removed: have different voting rights than our common stock investments and are generally convertible into common stock at our discretion.
−Removed: our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore
−Removed: we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.
−Removed: seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.
−Removed: formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.
−Removed: Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals,
−Removed: all of which are our employees.
−Removed: date of inception was January 6, 2011, which is the date we commenced development stage activities.
−Removed: We commenced operations as a BDC
−Removed: upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.
−Removed: and effective March 12, 2019, our Board of Directors approved our internalization (the “Internalization”), and we began operating
−Removed: as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the
−Removed: Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management.
−Removed: As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing
−Removed: for greater transparency to stockholders through robust disclosure regarding our compensation structure.
−Removed: As a result of the Internalization,
−Removed: we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating
−Removed: costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries,
−Removed: discretionary bonuses and restricted stock grants.
−Removed: and Investment Activity
−Removed: Months Ended September 30, 2024
−Removed: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
−Removed: in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
−Removed: The fair value as of September 30, 2024 of all of our portfolio investments was $199,302,778.
−Removed: the nine months ended September 30, 2024, we funded investments in an aggregate amount of $57,500,344 (not including capitalized transaction
−Removed: costs) as shown in the following table:
−Removed: Supplying Demand, Inc.
−Removed: (d/b/a Liquid
−Removed: Preferred shares, Series F-1
−Removed: Common shares
−Removed: CW Opportunity 2 LP (1)
−Removed: Membership Interest, Class A
−Removed: ARK Type One Deep Ventures
−Removed: Membership Interest, Class A
−Removed: CoreWeave, Inc.
−Removed: Common shares
−Removed: Opportunity 2 LP is a special purpose vehicle (“SPV”) that is solely invested in the Series C Preferred Shares of CoreWeave,
−Removed: We are invested in the Series C Preferred Shares of CoreWeave, Inc.
−Removed: through our investment in the Class A Interest of CW Opportunity
−Removed: ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested in the Convertible
−Removed: Equity of OpenAI Global, LLC.
−Removed: We are invested in the Convertible Equity of OpenAI Global, LLC through our investment in the
−Removed: Class A Interest of ARK Type One Deep Ventures Fund LLC.
−Removed: the nine months ended September 30, 2024, we capitalized fees of $286,411.
−Removed: the nine months ended September 30, 2024, we exited or received proceeds from investments (not including short-term U.S.
−Removed: Treasury bills)
−Removed: in the amount of $14,941,469, net of transaction costs, and realized a net loss on investments of $14,167,198 (including adjustments
−Removed: to amounts held in escrow receivable) as shown in following table:
−Removed: Net Share Price (1)
−Removed: Gain/(Loss) (2)
−Removed: Nextdoor Holdings,
−Removed: PSQ Holdings, Inc.
−Removed: PublicSquare) - Warrants (4)
−Removed: Architect Capital PayJoy SPV,
−Removed: True Global Ventures 4 Plus Pte Ltd (6)
−Removed: PSQ Holdings, Inc.
−Removed: PublicSq.) - Public Common Shares (7)
−Removed: Churchill Sponsor VII LLC
−Removed: YouBet Technology, Inc.
−Removed: (d/b/a FanPower)
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV,
−Removed: (f/k/a GSV Sustainability Partners, Inc.) (9)
−Removed: $ (14,064,042 )
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
−Removed: gain/(loss) does not include adjustments to amounts held in escrow receivable.
−Removed: of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc.
−Removed: public common shares.
−Removed: of September 30, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare)
−Removed: public warrants.
−Removed: June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy
−Removed: (6) On June 28, 2024, we received a return of capital distribution from our investment in True Global Ventures 4 Plus
−Removed: of September 30, 2024, we held 1,616,187 remaining PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare)
−Removed: public common shares.
−Removed: August 29, 2024, we sold our remaining position in OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.).
−Removed: September 20, 2024, SPBRX, INC.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) dissolved its business
−Removed: and made a final distribution.
−Removed: the nine months ended September 30, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc.
−Removed: (d/b/a FanPower) following their
−Removed: Months Ended September 30, 2023
−Removed: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
−Removed: in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
−Removed: The fair value, as of September 30, 2023, of all of our portfolio investments, excluding short-term U.S.
+Added: are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.
+Added: Our date of inception was January
+Added: 6, 2011, which is the date we commenced development stage activities.
+Added: We commenced operations as a BDC upon completion of our IPO in May
+Added: 2011 and began our investment operations during the second quarter of 2011.
+Added: On and effective March 12, 2019,
+Added: our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management
+Added: investment company that has elected to be regulated as a BDC under the 1940 Act.
+Added: Our Board of Directors approved the Internalization in
+Added: order to better align the interests of our stockholders with its management.
+Added: As an internally managed BDC, we are managed by our employees,
+Added: rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust
+Added: disclosure regarding our compensation structure.
+Added: As a result of the Internalization, we no longer pay any fees or expenses under an investment
+Added: advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals
+Added: including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
+Added: Portfolio and Investment Activity
+Added: Three Months Ended March 31, 2025
+Added: The value of our investment portfolio
+Added: 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
+Added: resulting from purchases of new and follow-on investments and the sales of existing investments.
+Added: The fair value as of March 31, 2025 of
+Added: all of our portfolio investments was $213,577,198.
+Added: During the three months ended
+Added: March 31, 2025, we funded investments in an aggregate amount of $1,303,010 (not including capitalized transaction costs) as shown in the
+Added: following table:
+Added: Portfolio Company
+Added: Transaction Date
+Added: Gross Payments
+Added: Orchard Technologies, Inc.
+Added: Senior Preferred shares, Series 1
+Added: Orchard Technologies, Inc.
+Added: Simple Agreement for Future Equity
+Added: Simple Agreement for Future Equity
+Added: During the three months ended
+Added: March 31, 2025, we capitalized fees of $4,568.
+Added: During the three months ended March 31, 2025, we did not exit or receive proceeds from any of our investments, and
+Added: realized a net loss on investments of $17,951 (including adjustments to amounts held in escrow receivable).
+Added: During the three months ended
+Added: March 31, 2025, we did not write-off any investments.
+Added: Three Months Ended March 31, 2024
+Added: The value of our investment portfolio
+Added: 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
+Added: resulting from purchases of new and follow-on investments and the sales of existing investments.
+Added: The fair value, as of March 31, 2024,
+Added: of all of our portfolio investments, excluding short-term U.S.
Treasury bills, was $175,015,571.
−Removed: the nine months ended September 30, 2023, we funded investments in an aggregate amount of $21,133,257 (not including capitalized transaction
−Removed: costs or investments in short-term U.S.
+Added: During the three months ended
+Added: March 31, 2024, we funded investments in an aggregate amount of $9,999,996 (not including capitalized transaction costs or investments
+Added: in short-term U.S.
Treasury bills) as shown in the following table:
−Removed: Orchard Technologies,
−Removed: Preferred shares, Series 1
−Removed: True Global Ventures 4 Plus
−Removed: Limited Partner Fund Investment
−Removed: Simple Agreement for Future Equity (SAFE)
−Removed: ServiceTitan, Inc.
−Removed: Common shares
−Removed: FourKites, Inc.
−Removed: Common shares
−Removed: Shogun Enterprises, Inc.
−Removed: Preferred shares, Series B-4
−Removed: Stake Trade, Inc.
−Removed: Prophet Exchange)
−Removed: Simple Agreement for
−Removed: Future Equity (SAFE)
−Removed: January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1
−Removed: Senior Preferred financing round.
−Removed: As part of the transaction, we exchanged a portion of our
−Removed: existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series
−Removed: 2 Senior Preferred shares, and Common shares.
−Removed: Additionally, our previous investment in the
−Removed: Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred
−Removed: March 31, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully
−Removed: contributed in lieu of cash distributions.
−Removed: On March 31, 2023, the full $2.0 million capital
−Removed: commitment to True Global Ventures 4 Plus Fund LP had been called and funded.
−Removed: July 12, 2023, we invested $0.5 million in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)’s
−Removed: Series B-4 Preferred financing round.
−Removed: As part of the transaction, the previous investment
−Removed: in the Convertible Note was converted into Series B-3 Preferred shares.
−Removed: Additionally, we
−Removed: received Common Warrants as part of the transaction.
−Removed: the nine months ended September 30, 2023, we capitalized fees of $33,676.
−Removed: the nine months ended September 30, 2023, we exited or received proceeds from investments in the amount of $9,658,163, net of transaction
−Removed: costs, and realized a net loss on investments of $14,542,137 (including adjustments to amounts held in escrow receivable) as shown in
−Removed: following table:
−Removed: Net Share Price (1)
−Removed: Gain/(Loss) (2)
−Removed: NewLake Capital Partners,
−Removed: (f/k/a GreenAcreage Real Estate Corp.) (4)
+Added: Portfolio Company
+Added: Transaction Date
+Added: Gross Payments
+Added: Supplying Demand, Inc.
+Added: (d/b/a Liquid Death)
+Added: Preferred shares, Series F-1
+Added: During the three months ended
+Added: March 31, 2024, we capitalized fees of $3,938.
+Added: During the three months ended
+Added: March 31, 2024, we exited or received proceeds from investments in the amount of $318,316, net of transaction costs, and realized a net
+Added: loss on investments of $424,074 (including adjustments to amounts held in escrow receivable) as shown in following table:
+Added: Portfolio Company
+Added: Transaction Date
+Added: Average Net Share Price (1)
+Added: Realized Gain/(Loss) (2)
Nextdoor Holdings, Inc.
−Removed: Rent the Runway, Inc.
−Removed: Residential Homes for Rent,
−Removed: LLC (d/b/a Second Avenue) (7)
−Removed: True Global Ventures 4 Plus
−Removed: (10,945,024 )
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) - Warrants (4)
_________________________________
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
−Removed: gain/(loss) does not include adjustments to amounts held in escrow receivable.
−Removed: of March 8, 2023, we had sold our remaining Kahoot!
−Removed: ASA public common shares.
−Removed: of September 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.
−Removed: public common
−Removed: of September 30, 2023, we held 262,420 remaining Nextdoor Holdings, Inc.
−Removed: public common shares.
−Removed: of January 4, 2023, we had sold our remaining Rent the Runway, Inc.
+Added: (1) The average net share price is the net share price realized after deducting
+Added: all commissions and fees on the sale(s), if applicable.
+Added: (2) Realized gain/(loss) does not include adjustments to amounts held in escrow
+Added: (3) As of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc.
public common shares.
−Removed: the nine months ended September 30, 2023, approximately $0.9 million was received from Residential
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.
−Removed: Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu
−Removed: of cash distributions.
−Removed: May 4, 2023, we abandoned our investment in Ozy Media, Inc.
−Removed: During the nine months ended September 30, 2023, we wrote-off our investment in Ozy Media, Inc.
−Removed: following our abandonment.
−Removed: of Operations
−Removed: of the Nine Months Ended September 30, 2024 and 2023
−Removed: results for the three and nine months ended September 30, 2024 and 2023 are as follows:
−Removed: Months Ended September 30,
−Removed: Months Ended September 30,
−Removed: Total Investment
+Added: (4) As of March 31, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.
+Added: PublicSquare) warrants.
+Added: During the three months ended March 31, 2024, we did
+Added: not write-off any investments.
+Added: Results of Operations
+Added: Comparison of the Three Months Ended March 31,
+Added: 2025 and 2024
+Added: Operating results for the three
+Added: months ended March 31, 2025 and 2024 are as follows:
+Added: Three Months Ended March 31,
+Added: Total Investment Income
Interest income
10 unchanged sentences
$ (3,222,902 )
−Removed: $ (10,086,400 )
−Removed: $ (10,695,531 )
Net realized loss on investments
−Removed: (13,713,512 )
+Added: Realized loss on partial repurchase of 6.00% Notes due December 30, 2026
+Added: Net change in unrealized appreciation/(depreciation) of investments
(18,418,370 )
+Added: Net Change in Net Assets Resulting from Operations
$ (22,065,346 )
−Removed: Realized loss on partial repurchase of 6.00%
−Removed: Notes due December 30, 2026
+Added: Investment Income
+Added: Investment income
+Added: decreased to $499,094 for the three months ended March 31, 2025 from $1,528,091 for the three months ended March 31, 2024.
+Added: decrease between periods was primarily due to the cessation of interest income from short-term U.S.
+Added: Treasury bills and a decrease in
+Added: interest income received on cash, and in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC
+Added: following the redemption of our investment in June 2024.
+Added: Additional decreases were related to a decrease in interest income from
+Added: interest accruals of debt investments in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine due
+Added: to the pause placed on their declaration of dividends that began in August 2024.
+Added: The decreases were offset by an increase in dividend income from CW Opportunity 2 LP during the three months ended March
+Added: 31, 2025, relative to the three months ended March 31, 2024.
+Added: Operating Expenses
+Added: Total operating expenses
+Added: decreased to $4,160,863 for the three months ended March 31, 2025 from $4,750,993 for the three months ended March 31, 2024.
+Added: decrease in operating expense was primarily due to decreases in compensation expense and other expenses, offset by an increase in
+Added: professional fees and interest expense during the three months ended March 31, 2025, relative to the three months ended March 31,
+Added: Net Investment Loss
+Added: For the three months ended March
+Added: 31, 2025, we recognized a net investment loss of $3,661,769, compared to a net investment loss of $3,222,902 for the three months ended
+Added: March 31, 2024.
+Added: The change between periods resulted from a decrease in total investment income and operating expenses during the three
+Added: months ended March 31, 2025, relative to the three months ended March 31, 2024.
+Added: Net Realized Loss on Investments
+Added: For the three months ended March
+Added: 31, 2025, we recognized a net realized loss on our investments of $17,951, compared to a net realized loss of $424,074 for the three months
+Added: ended March 31, 2024.
+Added: The components of our net realized losses on portfolio investments for the three months ended March 31, 2025 and
+Added: 2024, excluding short-term U.S.
+Added: Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under
+Added: “—Portfolio and Investment Activity.”
Net Change in Unrealized Appreciation/(Depreciation)
of Investments
−Removed: (13,769,932 )
−Removed: Net Change in Net Assets
−Removed: Resulting from Operations
−Removed: $ (5,452,245 )
−Removed: $ (38,168,774 )
−Removed: income decreased to $888,717 for the three months ended September 30, 2024 from $1,465,746 for the three months ended September 30,
−Removed: The net decrease between periods was primarily due to the cessation of interest income from short-term U.S.
−Removed: Treasury bills,
−Removed: and from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024.
−Removed: Additional decreases in interest
−Removed: income were from Xgroup Holdings Limited (d/b/a Xpoint), Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth), and the repayment in full of the
−Removed: 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
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.
−Removed: The decreases
−Removed: 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
−Removed: three months ended ended September 30, 2023.
−Removed: 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,
−Removed: The net decrease between periods was primarily due to a decrease in interest income from short-term U.S.
−Removed: Treasury bills,
−Removed: Xgroup Holdings Limited (d/b/a Xpoint), and Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth), a repayment in full of the Residential Homes
−Removed: for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend income from Aventine Property
−Removed: Group and NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.
−Removed: decrease was offset by an increase in interest income received on cash and an increase in PIK dividend income from CW Opportunity 2
−Removed: LP during the nine months ended September 30, 2024, relative to the nine months ended September 30, 2023.
−Removed: operating expenses decreased to $4,096,590 for the three months ended September 30, 2024 from $4,134,172 for the three months ended
−Removed: September 30, 2023.
−Removed: The decrease in operating expense was primarily due to decreases in compensation expense and interest expense,
−Removed: offset by an increase in professional fees and directors’ fees during the three months ended September 30, 2024, relative to the
−Removed: three months ended September 30, 2023.
−Removed: operating expenses decreased to $13,530,561 for the nine months ended September 30, 2024 from $14,832,577 for the nine months ended
−Removed: September 30, 2023.
−Removed: The decrease in operating expense was primarily due to decreases in income tax expense related to blocker
−Removed: corporations, professional fees, other expenses, and interest expense, offset by a slight increase in directors’ fees during the nine months ended
−Removed: September 30, 2024, relative to the nine months ended September 30, 2023.
−Removed: Investment Loss
−Removed: 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
−Removed: for the three months ended September 30, 2023.
−Removed: The change between periods resulted from a decrease in total investment income and operating
−Removed: expenses during the three months ended September 30, 2024, relative to the three months ended September 30, 2023.
−Removed: 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
−Removed: for the nine months ended September 30, 2023.
−Removed: The change between periods resulted from a decrease in investment income and operating
−Removed: expenses during the nine months ended September 30, 2024, relative to the nine months ended September 30, 2023.
−Removed: Realized Loss on Investments
−Removed: 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
−Removed: loss of $1,461,281 for the three months ended September 30, 2023.
−Removed: The components of our net realized losses on portfolio investments
−Removed: for the three months ended September 30, 2024 and 2023, excluding short-term U.S.
−Removed: Treasury bills and fluctuations in escrow receivables
−Removed: estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
−Removed: 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
−Removed: loss of $14,542,137 for the nine months ended September 30, 2023.
−Removed: The components of our net realized losses on portfolio investments
−Removed: for the nine months ended September 30, 2024 and 2023, excluding short-term U.S.
−Removed: Treasury bills and fluctuations in escrow receivables
−Removed: estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
−Removed: Change in Unrealized Appreciation/(Depreciation) of Investments
−Removed: the three months ended September 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $11,614,384 and
−Removed: $29,323,067, respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)
−Removed: of our investment portfolio for the three months ended September 30, 2024 and 2023.
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2024
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2023
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) (1)
−Removed: Learneo, Inc.
−Removed: (f/k/a Course Hero,
−Removed: (f/k/a GSV Sustainability
−Removed: Partners, Inc.) (1)
+Added: For the three months ended March
+Added: 31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878.
+Added: For the three months ended March 31, 2024, we had
+Added: a net change in unrealized appreciation/(depreciation) of $(18,418,370).
+Added: The following tables summarize, by portfolio company, the significant
+Added: changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2025 and 2024.
+Added: Portfolio Company
+Added: Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended March 31, 2025
+Added: Portfolio Company
+Added: Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended March 31, 2024
+Added: ARK Type One Deep Ventures Fund LLC
ServiceTitan, Inc.
−Removed: Forge Global, Inc.
−Removed: CW Opportunity 2 LP
−Removed: Orchard Technologies, Inc.
−Removed: Aspiration Partners, Inc.
+Added: Colombier Sponsor II LLC
FourKites, Inc.
−Removed: Blink Health, Inc.
+Added: Forge Global, Inc.
PSQ Holdings, Inc.
−Removed: PublicSquare) (1)
+Added: (d/b/a PublicSquare)
+Added: Residential Homes for Rent, LLC (d/b/a Second Avenue)
+Added: Locus Robotics Corp.
+Added: StormWind, LLC
Learneo, Inc.
(f/k/a Course Hero, Inc.)
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: from the full or partial exit of the investment, which resulted in the reversal of previously
−Removed: accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the three months ended September 30, 2024 and 2023.
−Removed: the nine months ended September 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(13,769,932) and
−Removed: $39,427,513, respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)
−Removed: of our investment portfolio for the nine months ended September 30, 2024 and 2023.
−Removed: Change in Unrealized
−Removed: Appreciation/(Depreciation)
−Removed: For the Nine Months Ended
−Removed: Change in Unrealized
−Removed: Appreciation/(Depreciation)
−Removed: For the Nine Months Ended
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) (1)
−Removed: PSQ Holdings, Inc.
−Removed: (d/b/a PublicSq.)
−Removed: (f/k/a GSV Sustainability
−Removed: Partners, Inc.) (1)
+Added: (12,999,032 )
Learneo, Inc.
1 unchanged sentence
Blink Health, Inc.
−Removed: Ozy Media, Inc .(1)
−Removed: Nextdoor Holdings, Inc.
+Added: CoreWeave, Inc.
FourKites, Inc.
−Removed: Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)
−Removed: ServiceTitan, Inc.
−Removed: ServiceTitan, Inc.
CW Opportunity 2 LP
−Removed: Varo Money, Inc.
−Removed: Varo Money, Inc.
−Removed: Orchard Technologies, Inc.
−Removed: Orchard Technologies, Inc.
−Removed: Forge Global, Inc.
−Removed: Aspiration Partners, Inc.
−Removed: StormWind, LLC
−Removed: PSQ Holdings, Inc.
−Removed: PublicSquare) (1)
−Removed: Learneo, Inc.
−Removed: (f/k/a Course Hero, Inc.)
$ (18,418,370 )
_______________________
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: from the full or partial exit of the investment, which resulted in the reversal of previously
−Removed: accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the nine months ended September 30, 2024.
−Removed: Notes Due 2026 - Note Repurchase Program
−Removed: August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
−Removed: 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
−Removed: market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act.
−Removed: During the three months ended September 30, 2024, we repurchased and retired $25.3 million of aggregate principal amount of the 6.00%
−Removed: Notes due 2026.
−Removed: As of September 30, 2024, the dollar value of 6.00% Notes due 2026 that remained available to be purchased under
−Removed: the Note Repurchase Program was approximately $9.7 million.
−Removed: Refer to “Note 10—Debt
−Removed: Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information regarding the
−Removed: 6.00% Notes due 2026.
−Removed: Between October
−Removed: 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.
−Removed: 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
−Removed: Repurchase Program is approximately $4.7 million.
−Removed: Convertible Notes due 2029
−Removed: 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
−Removed: 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
−Removed: on September 30, 2024.
−Removed: We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions.
−Removed: 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with
−Removed: We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
−Removed: Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an
−Removed: initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029,
−Removed: subject to adjustment as provided in the Notes Purchase Agreement.
−Removed: to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for
−Removed: more information regarding the 6.50% Convertible Notes due 2029.
−Removed: October 9, 2024, we issued and sold $5.0 million in aggregate principal amount of additional 6.50% Convertible Notes due 2029 (the
−Removed: “Additional Notes”).
−Removed: The Additional Notes are treated as a single series with our initial issuance of $25.0 million in
−Removed: aggregate principal amount of the outstanding 6.50% Convertible Notes due 2029 (the “Initial Notes”) and have the same
−Removed: terms as the Initial Notes.
−Removed: The Additional Notes are fungible and rank equally with the Initial Notes.
−Removed: Upon issuance of the
−Removed: Additional Notes, the outstanding aggregate principal amount of our 6.50% Convertible Notes due 2029 became $30.0
−Removed: Share Repurchase Program
−Removed: On October 29, 2024, our Board
−Removed: of Directors authorized an extension of the Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase
−Removed: of $64.3 million in aggregate amount of our common stock.
−Removed: The timing and number of shares
−Removed: to be repurchased pursuant to the Share Repurchase Program will depend on a number of factors, including market conditions and alternative
−Removed: investment opportunities.
−Removed: The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not
−Removed: obligate us to acquire any specific number of shares of its common stock.
−Removed: Under the Share Repurchase Program, we may repurchase our outstanding
−Removed: common stock in the open market, provided that we comply with the prohibitions under our insider trading policies and procedures and the
−Removed: applicable provisions of the 1940 Act and the Exchange Act.
−Removed: As of November 7, 2024, the dollar value of shares that remained available
−Removed: to be purchased under the Share Repurchase Program was approximately $25.0 million.
−Removed: refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of September 30, 2024 for
−Removed: details regarding activity in our investment portfolio from October 1, 2024 through November 7, 2024.
−Removed: are frequently in negotiations with various private companies with respect to investments in such companies.
−Removed: Investments in private companies
−Removed: are generally subject to satisfaction of applicable closing conditions.
−Removed: In the case of secondary market transactions, such closing conditions
−Removed: may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination
−Removed: rights by the seller or us.
−Removed: Equity investments made through the secondary market may involve making deposits in escrow accounts until
−Removed: the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
−Removed: and Capital Resources
−Removed: liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings
−Removed: of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed
−Removed: below under “Equity Issuances and Debt Capital Activities — At-the-Market Offering”.
−Removed: In addition, on December 17, 2021,
−Removed: we issued $75.0 million aggregate principal amount of 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”), of
−Removed: which $49.7 million remain outstanding, and on August 14, 2024, we issued $25.0 million aggregate principal amount of 6.50% Convertible
−Removed: Notes due August 14, 2029 (the “Convertible Notes”), all of which remain outstanding.
−Removed: For additional information, see below
−Removed: and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024.
−Removed: primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.
−Removed: For the nine months
−Removed: ended September 30, 2024 and 2023, our operating expenses including interest payments on our debt obligations were $13,530,561 and $14,832,577,
−Removed: respectively.
−Removed: Cash Reserves
−Removed: and Liquid Securities
−Removed: Cash Equivalents:
+Added: represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the
+Added: three months ended March 31, 2025 and 2024.
+Added: Liquidity and Capital Resources
+Added: Our liquidity and capital resources
+Added: are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities,
+Added: including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances
+Added: and Debt Capital Activities — At-the-Market Offering”.
+Added: In addition, on December 17, 2021, we issued $75.0 million aggregate
+Added: principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”),
+Added: of which $39.7 million remain outstanding as of March 31, 2025.
+Added: On August 14, 2024, we issued $25.0 million in aggregate principal amount
+Added: of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively,
+Added: in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding.
+Added: For additional information,
+Added: see “Equity Issuances and Debt Capital Activities - 6.50% Convertible Notes due 2029” below and “Note 10—Debt Capital
+Added: Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025.
+Added: Our primary uses of cash are
+Added: to make investments, pay our operating expenses, and make distributions to our stockholders.
+Added: For the three months ended March 31,
+Added: 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $4,160,863 and $4,750,993, respectively.
+Added: Cash Reserves and Liquid Securities
+Added: March 31, 2025
+Added: December 31, 2024
Securities of publicly traded portfolio companies:
Unrestricted securities (1)
−Removed: to other sales restrictions(3)
−Removed: Securities of publicly
−Removed: traded portfolio companies
−Removed: Cash Reserves and Liquid Securities
+Added: Subject to other sales restrictions(2)
+Added: Securities of publicly traded portfolio companies
+Added: Total Cash Reserves and Liquid Securities
_______________________
−Removed: of short-term U.S.
−Removed: Treasury bills.
−Removed: (2) “Unrestricted
−Removed: securities” represents common stock and warrants of our publicly traded portfolio companies
−Removed: that are not currently subject to any restrictions upon sale.
+Added: (1) “Unrestricted securities” represents common stock and warrants
+Added: of our publicly traded portfolio companies that are not currently subject to any restrictions upon sale.
We may incur losses.
−Removed: (3) Securities
−Removed: of publicly traded portfolio companies “subject to other sales restrictions”
−Removed: represents common stock of our publicly traded portfolio companies that are currently subject
−Removed: to certain lock-up restrictions.
−Removed: the nine months ended September 30, 2024, cash increased to $32,737,114 from $28,178,352 at the beginning of the year.
−Removed: in cash was primarily due to maturity of our investments in short-term U.S.
−Removed: Treasury bills, the sale or exit of investments, and
−Removed: other investment income received, offset by the purchase of new investments, repurchase of our common stock pursuant to a modified
−Removed: “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”), payment of our operating expenses,
−Removed: and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.
−Removed: For additional information relating to the
−Removed: Modified Dutch Auction Tender Offer, see “Modified Dutch Auction Tender Offer” below and “Note 5 - Common
−Removed: Stock” to our Condensed Consolidated Financial Statements as
−Removed: of September 30, 2024.
−Removed: we believe we have ample liquidity to support our near-term capital requirements.
−Removed: Consistent with past and current practices, we will
−Removed: continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon
−Removed: the current circumstances.
−Removed: summary of our significant contractual payment obligations as of September 30, 2024 is as follows:
−Removed: Due By Period (in millions)
+Added: (2) Securities of publicly traded portfolio companies “subject to other
+Added: sales restrictions” represents common stock of our publicly traded portfolio companies that are currently subject to certain lock-up
+Added: restrictions.
+Added: During the three months ended
+Added: March 31, 2025, cash decreased to $16,180,542 from $20,035,640 at the beginning of the year.
+Added: The decrease in cash was primarily due to
+Added: the purchase of new investments, payment of our operating expenses, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible
Notes due 2029.
+Added: The decrease was offset by investment income received.
+Added: Currently, we believe we have
+Added: ample liquidity to support our near-term capital requirements.
+Added: Consistent with past and current practices, we will continue to evaluate
+Added: our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.
+Added: Contractual Obligations
+Added: A summary of our significant
+Added: contractual payment obligations as of March 31, 2025 is as follows:
+Added: Payments Due By Period (in millions)
+Added: 6.00% Notes due 2026 (1)
6.50% Convertible Notes due 2029 (2)
Operating lease liability
−Removed: the principal balance payable to investors for the 6.00% Notes due 2026 as of September 30,
−Removed: Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated
−Removed: Financial Statements as of September 30, 2024 for more information.
−Removed: (2) Reflects the principal balance payable to investors for the 6.50% Convertible Notes due 2029 as of September 30,
−Removed: Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of September
−Removed: 30, 2024 for more information.
+Added: _______________________
+Added: (1) Reflects the principal balance payable for the 6.00% Notes due 2026 as of
+Added: March 31, 2025.
+Added: Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of
+Added: March 31, 2025 for more information.
+Added: (2) Reflects the principal balance payable for the 6.50% Convertible Notes due
+Added: 2029 as of March 31, 2025.
+Added: Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements
+Added: as of March 31, 2025 for more information.
+Added: Share Repurchase Program
+Added: During the three months ended
+Added: March 31, 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program.
+Added: the three months ended March 31, 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share
Repurchase Program.
−Removed: the three and nine months ended September 30, 2024, we did not repurchase any shares of our common stock under the discretionary
−Removed: open-market share repurchase program (the “Share Repurchase Program”).
−Removed: During the three and nine months ended September
−Removed: 30, 2023, we repurchased 186,493 shares of our common stock under the Share Repurchase Program.
−Removed: As of September 30, 2024, the dollar
−Removed: value of shares that remained available to be purchased under the Share Repurchase Program was approximately $20.7 million.
−Removed: August 7, 2023, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that
−Removed: may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii)
−Removed: the repurchase of $60.0 million in aggregate amount of our common stock.
−Removed: the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions
−Removed: under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934,
−Removed: as amended (the “Exchange Act”) and the rules promulgated thereunder.
−Removed: For more information on the Share Repurchase Program,
−Removed: see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2024.
−Removed: Dutch Auction Tender Offer
−Removed: 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
−Removed: stockholders, which expired on April 1, 2024.
−Removed: In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the
−Removed: lowest price per share of not less than $4.00 per share and not greater than $5.00 per share.
−Removed: to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares, on or
−Removed: about April 5, 2024 at a price of $4.70 per share.
−Removed: We used available cash to fund the purchase of our shares of common stock in the Modified
−Removed: Dutch Auction Tender Offer and to pay for all related fees and expenses.
−Removed: Sheet Arrangements
−Removed: of September 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements, including any risk management of commodity pricing
−Removed: or other hedging practices.
−Removed: However, we may employ hedging and other risk management techniques in the future.
−Removed: Issuances and Debt Capital Activities
−Removed: At-the-Market
−Removed: July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales Agreement”),
−Removed: with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.
+Added: As of March 31, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase
+Added: Program was approximately $25.0 million.
+Added: Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2025
+Added: or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
+Added: Under the Share Repurchase Program,
+Added: we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider trading
+Added: policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange
+Added: Act”), and the rules promulgated thereunder.
+Added: For more information on the Share Repurchase Program, see “Note 5—Common
+Added: Stock” to our Condensed Consolidated Financial Statements as of March 31, 2025.
+Added: Off-Balance Sheet Arrangements
+Added: As of March 31, 2025 and December
+Added: 31, 2024, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
+Added: we may employ hedging and other risk management techniques in the future.
+Added: Equity Issuances and Debt Capital Activities
+Added: At-the-Market Offering
+Added: On July 29, 2020, we established
+Added: an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as
+Added: amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a
+Added: JMP Securities LLC), Ladenburg Thalmann & Co.
+Added: and Barrington Research Associates, Inc.
(collectively, the “Agents”).
−Removed: Under the Initial
−Removed: Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock
−Removed: (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).
−Removed: We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective
−Removed: and strategy and for general corporate purposes.
−Removed: the three and nine months ended September 30, 2024, we did not issue or sell Shares under the ATM program.
−Removed: As of September 30, 2024,
−Removed: up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
−Removed: During the three
−Removed: and nine months ended September 30, 2023, we did not issue or sell Shares under the ATM program.
−Removed: to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information
−Removed: regarding the ATM Program.
+Added: Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our
+Added: common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account.
+Added: use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy
+Added: and for general corporate purposes.
+Added: During the three months ended
+Added: March 31, 2025 and 2024, we did not issue or sell Shares under the ATM Program.
+Added: As of March 31, 2025 and March 31, 2024, up to approximately
+Added: $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
+Added: Refer to “Note 5—Common
+Added: Stock” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the ATM Program.
6.00% Notes due 2026 - Note Repurchase Program
−Removed: 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
−Removed: 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30,
−Removed: On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026.
−Removed: We received approximately
−Removed: $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.
−Removed: The 6.00% Notes
−Removed: due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.
−Removed: 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
−Removed: a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.
+Added: On December 17, 2021, we issued
+Added: $ 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
+Added: in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.
+Added: On December 21, 2021,
+Added: we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026.
+Added: We received approximately $73.0 million in proceeds
+Added: from the offering, net of underwriting discounts and commissions and other offering expenses.
+Added: The 6.00% Notes due 2026 have a maturity
+Added: date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.
+Added: We have the right to redeem the 6.00%
+Added: 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
+Added: the aggregate principal amount thereof plus accrued and unpaid interest.
On August 6, 2024, our Board
−Removed: of Directors approved the Note Repurchase Program, which allows us to repurchase
−Removed: 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
+Added: of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase
+Added: up to $35.0 million 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.
−Removed: During the three months ended September
−Removed: 30, 2024, we repurchased and retired $25.3 million of aggregate principal amount of the 6.00% Notes due 2026.
−Removed: As of September 30, 2024,
−Removed: the dollar value of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $9.7
−Removed: Refer to “Note
−Removed: 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information
−Removed: regarding the 6.00% Notes due 2026.
+Added: During the year ended December 31,
+Added: 2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026.
+Added: During the three months
+Added: ended March 31, 2025, the Company repurchased and retired $5.0 million of aggregate principal amount of the 6.00% Notes due 2026, resulting
+Added: in the total use of the authorized amount under the Note Repurchase Program.
+Added: Refer to “Note 10—Debt
+Added: Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the 6.00%
+Added: Notes due 2026.
6.50% Convertible Notes due 2029
−Removed: 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
−Removed: 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
−Removed: on September 30, 2024.
+Added: On August 14, 2024, we issued
+Added: $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which
+Added: 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,
+Added: commencing on September 30, 2024.
We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions.
−Removed: 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with
−Removed: We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
−Removed: 6.50% Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an
−Removed: initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029,
−Removed: subject to adjustment as provided in the Notes Purchase Agreement.
−Removed: to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more
−Removed: information regarding the 6.50% Convertible Notes due 2029.
+Added: Under the purchase agreement governing the 6.50% Convertible Notes due 2029 (the “Notes Purchase Agreement”), upon mutual agreement
+Added: between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the
+Added: Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in
+Added: 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.
+Added: to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025,
+Added: we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with
+Added: the initial issuance of the 6.50% Convertible Notes due 2029.
+Added: The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously
+Added: repurchased, redeemed or converted in accordance with their terms.
+Added: We do not have the right to redeem the 6.50% Convertible Notes due
+Added: 2029 prior to August 6, 2027.
+Added: The 6.50% Convertible Notes due
+Added: 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323
+Added: 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
+Added: Purchase Agreement.
+Added: Refer to “Note 10—Debt
+Added: Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the 6.50%
+Added: Convertible Notes due 2029.
Distributions
−Removed: timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally
−Removed: available for distribution.
−Removed: The following table lists the distributions, including dividends and returns of capital, if any, per share
−Removed: that we have declared since our formation through September 30, 2024.
+Added: The timing and amount of our
+Added: distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution.
+Added: The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since
+Added: our formation through March 31, 2025.
The table is divided by fiscal year according to record date:
Date Declared
+Added: Amount per Share
November 4, 2015 (1)
40 unchanged sentences
March 8, 2022 (15)
+Added: March 25, 2022
April 15, 2022
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder
−Removed: elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu
−Removed: of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $26,358,885.
−Removed: The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $9.425 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015.
−Removed: None of the $2.76 per share distribution represented a return of capital.
−Removed: the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution
−Removed: from realized gains, and $66,487 represented a return of capital.
−Removed: of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from
−Removed: realized gains.
+Added: ___________________
+Added: (1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although
+Added: the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all
+Added: stockholders.
+Added: As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash,
+Added: or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885.
+Added: The number of shares of common
+Added: 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
+Added: trading price per share of our common stock on December 28, 29 and 30, 2015.
+Added: None of the $2.76 per share distribution represented
+Added: a return of capital.
+Added: (2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from
+Added: realized gains, and $66,487 represented a return of capital.
+Added: (3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized
None of the distribution represented a return of capital.
−Removed: of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized
+Added: (4) All of the $2,107,709 distribution paid on January 15, 2020 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized
+Added: (5) All of the $2,516,452 distribution paid on August 25, 2020 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized
+Added: (6) All of the $5,071,326 distribution paid on October 20, 2020 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from
−Removed: realized gains.
+Added: (7) All of the $4,978,504 distribution paid on November 30, 2020 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized
+Added: (8) All of the $4,381,084 distribution paid on January 15, 2021 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from
−Removed: realized gains.
+Added: (9) All of the $4,981,131 distribution paid on February 19, 2021 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized
+Added: (10) All of the $6,051,304 distribution paid on April 15, 2021 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder
−Removed: elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu
−Removed: of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $29,987,589.
−Removed: The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.07 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021.
+Added: (11) The distribution was paid in cash or shares of our common stock
+Added: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
+Added: the total distribution to be paid to all stockholders.
+Added: As a result of stockholder elections, the distribution consisted of 2,335,527
+Added: shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as
+Added: cash of $29,987,589.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per
+Added: 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.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder
−Removed: elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu
−Removed: of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $29,599,164.
−Removed: The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.55 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021.
+Added: (12) The distribution was paid in cash or shares of our common stock
+Added: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
+Added: the total distribution to be paid to all stockholders.
+Added: As a result of stockholder elections, the distribution consisted of 2,225,193
+Added: shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as
+Added: cash of $29,599,164.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per
+Added: share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13,
None of the $2.25 per share distribution represented a return of capital.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder
−Removed: elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu
−Removed: of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $28,494,812.
−Removed: The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.39 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on November 11, 12, and 13,
+Added: (13) The distribution was paid in cash or shares of our common stock
+Added: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
+Added: the total distribution to be paid to all stockholders.
+Added: As a result of stockholder elections, the distribution consisted of 2,170,807
+Added: shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as
+Added: cash of $28,494,812.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per
+Added: 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.
−Removed: of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from
−Removed: realized gains.
+Added: (14) All of the $23,338,915 distribution paid on January 14, 2022 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized
+Added: (15) All of the $3,441,824 distribution paid on April 15, 2022 represented
+Added: a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: intend to focus on making equity-based investments from which we will derive primarily capital gains.
−Removed: As a consequence, we do not anticipate
−Removed: that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions,
−Removed: if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments.
−Removed: If there are earnings
−Removed: or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually.
−Removed: The amount of realized capital
−Removed: gains available for distribution to stockholders will be impacted by our tax status.
−Removed: current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our
−Removed: common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term
−Removed: capital gains distributions in cash.
−Removed: Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in
−Removed: its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional
−Removed: shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend
−Removed: paying agent prior to the record date of the next dividend or distribution.
−Removed: Any distributions reinvested under the plan will nevertheless
−Removed: be treated as received by the U.S.
−Removed: stockholder for U.S.
+Added: We intend to focus on making
+Added: equity investments from which we will derive primarily capital gains.
+Added: As a consequence, we do not anticipate that we will pay distributions
+Added: on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much
+Added: less consistent than the distributions of other BDCs that primarily make debt investments.
+Added: If there are earnings or realized capital gains
+Added: to be distributed, we intend to declare and pay a distribution at least annually.
+Added: The amount of realized capital gains available for distribution
+Added: to stockholders will be impacted by our tax status.
+Added: Our current intention is to
+Added: make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our
+Added: dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividends and/or long-term capital
+Added: gains distributions in cash.
+Added: Under the DRIP, if a stockholder owns shares of common stock registered in its own name, the stockholder
+Added: will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless
+Added: 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
+Added: dividend or distribution.
+Added: Any distributions reinvested under the plan will nevertheless be treated as received by the U.S.
federal income tax purposes, although no cash distribution has been made.
−Removed: a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal,
−Removed: state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution.
−Removed: that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any
−Removed: election to receive distributions in cash.
−Removed: long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.
−Removed: federal and state income taxes on
−Removed: any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.
−Removed: Rather, any tax liability
−Removed: related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated
−Removed: financial statements.
+Added: As a result, if a stockholder does not elect to opt
+Added: out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder
+Added: will not receive a corresponding cash distribution.
+Added: Stockholders that hold shares in the name of a broker or financial intermediary should
+Added: contact the broker or financial intermediary regarding any election to receive distributions in cash.
+Added: So long as we qualify as a RIC,
+Added: we generally will not be subject to U.S.
+Added: federal and state income taxes on any ordinary income or capital gains that we distribute at
+Added: least annually to our stockholders as dividends.
+Added: To the extent all our ordinary income and capital gains are timely distributed to our
+Added: stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will
+Added: not be reflected in our consolidated financial statements.
See “Note 2—Significant Accounting Policies— U.S.
−Removed: Federal and State Income Taxes ”
−Removed: and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of September 30, 2024 for more information.
−Removed: The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are taxable subsidiaries, regardless of whether
−Removed: we are taxed as a RIC.
−Removed: These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as
−Removed: a result of their ownership of the portfolio companies.
−Removed: Such income tax expenses and deferred taxes, if any, will be reflected in our
−Removed: condensed consolidated financial statements.
−Removed: Accounting Estimates and Policies
−Removed: accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results,
−Removed: and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about
−Removed: the effects of matters that are inherently uncertain.
−Removed: These include estimates of the fair value of our Level 3 investments and other
−Removed: estimates that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements
−Removed: and the reported amounts of certain revenues and expenses during the reporting period.
−Removed: It is likely that changes in these estimates will
−Removed: occur in the near term.
−Removed: Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.
−Removed: See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of September 30,
−Removed: 2024 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.
−Removed: Related-Party
−Removed: “Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of September 30, 2024 for
−Removed: more information.
+Added: and State Income Taxes ” and “Note 9—Income Taxes” to our Consolidated Financial Statements as of March 31,
+Added: 2025 for more information.
+Added: The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S.
+Added: federal income
+Added: tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC.
+Added: The Taxable Subsidiaries are not consolidated
+Added: federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.
+Added: income tax expenses and deferred taxes, if any, will be reflected in our Consolidated Financial Statements.
+Added: Critical Accounting Estimates and Policies
+Added: Critical accounting policies
+Added: and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s
+Added: most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are
+Added: inherently uncertain.
+Added: These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported
+Added: amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain
+Added: revenues and expenses during the reporting period.
+Added: It is likely that changes in these estimates will occur in the near term.
+Added: Our estimates
+Added: are inherently subjective in nature and actual results could differ materially from such estimates.
+Added: See “Note 2—Significant
+Added: Accounting Policies” to our Condensed Consolidated Financial Statements as of March 31, 2025 for further detail regarding our critical
+Added: accounting policies and recently issued or adopted accounting pronouncements.
+Added: Related-Party Transactions
+Added: See “Note 3—Related-Party
+Added: Arrangements” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information.
+Added: Recent Developments
+Added: Portfolio Activity
+Added: Please refer to “Note 12—Subsequent
+Added: Events” to our Condensed Consolidated Financial Statements as of March 31, 2025 for details regarding activity in our investment
+Added: portfolio from April 1, 2025 through May 6, 2025.
+Added: We are frequently in negotiations
+Added: with various private companies with respect to investments in such companies.
+Added: Investments in private companies are generally subject to
+Added: satisfaction of applicable closing conditions.
+Added: In the case of secondary market transactions, such closing conditions may include approval
+Added: of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the
+Added: seller or us.
+Added: Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable
+Added: closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
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.