Neostellar Capital Corp. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to: ● the effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S. and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted service, and the regulatory environment in which we operate; ● our future operating results; ● our business prospects and the prospects of our portfolio companies; ● the impact of investments that we expect to make; ● our contractual arrangements and relationships with third parties; ● the dependence of our future success on the general economy and its impact on the industries in which we invest; ● the ability of our portfolio companies to achieve their objectives; ● our expected financings and investments; ● the adequacy of our cash resources and working capital; and ● the timing of cash flows, if any, from the operations of our portfolio companies. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation: ● an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; ● an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio; ● a contraction of available credit and/or an inability to access the equity markets could impair our investment activities; ● increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing us to suffer losses in our portfolio; ● interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and ● the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC. 44 Table of Contents Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors” sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q. Overview We are an internally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”). We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act. To the extent we make investments in private equity funds and hedge funds that are excluded 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 such investments to no more than 15% of our net assets. In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If 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 any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances. Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, social/mobile, cloud computing and big data, internet commerce, financial technology, mobility, and enterprise software. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies that we evaluate. We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available. We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes. 45 Table of Contents Our History We formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company. Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees. Our date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011. On and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.” On and effective March 12, 2019, our Board of Directors approved our internalization (the “Internalization”) and we began operating as an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding our compensation structure. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants. Except as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered by this Form 10-Q. Portfolio and Investment Activity Three Months Ended March 31, 2023 The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value, as of March 31, 2023, of all of our portfolio investments, excluding U.S. Treasury bills, was $165,088,040. During the three months ended March 31, 2023, we funded investments in an aggregate amount of $3,330,000 (not including capitalized transaction costs or investments in short-term U.S. Treasury investments) as shown in the following table: Portfolio Company Investment Transaction Date Gross Payments Orchard Technologies, Inc. (1) Preferred shares, Series 1 1/13/2023 $ 2,000,000 True Global Ventures 4 Plus Pte Ltd (2) Limited Partner Fund Investment 3/31/2023 1,330,000 Total $ 3,330,000 (1) On January 13, 2023, SuRo Capital Corp. invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round. As part of the transaction, SuRo Capital Corp. exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, SuRo Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares. (2) The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions. During the three months ended March 31, 2023, we capitalized fees of $3,698. 46 Table of Contents During the three months ended March 31, 2023, we exited or received proceeds from investments in the amount of $4,190,159, net of transaction costs, and realized a net gain on investments of $189,343 (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Shares Average Net Share Price (1) Net Proceeds Realized Gain/(Loss) (2) Rent the Runway, Inc. (3) 1/4/2023 79,191 $ 3.05 $ 241,456 $ (961,837 ) Kahoot! ASA (4) Various 38,305 1.97 75,601 (100,466 ) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (5) Various 123,938 18.50 2,293,102 (186,748 ) Residential Homes for Rent, LLC (d/b/a Second Avenue) (6) Various N/A N/A 250,000 — True Global Ventures 4 Plus Pte Ltd (7) 3/31/2023 N/A N/A 1,330,000 1,330,000 Total $ 4,190,159 $ 80,949 (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain/(loss) does not include adjustments to amounts held in escrow receivable. (3) As of January 4, 2023, SuRo Capital had sold its remaining Rent the Runway, Inc. public common shares. (4) As of March 8, 2023, SuRo Capital had sold its remaining Kahoot! ASA public common shares. (5) As of March 31, 2023, SuRo Capital held 105,820 remaining NewLake Capital Partners, Inc. public common shares. (6) During the three months ended March 31, 2023, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $0.3 million repaid a portion of the outstanding principal and the remaining was attributed to interest. (7) The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions. During the three months ended March 31, 2023, we did not write-off any investments. Three Months Ended March 31, 2022 During the three months ended March 31, 2022, we did not fund any new investments. During the three months ended March 31, 2022, we capitalized fees of $0. During the three months ended March 31, 2022, we exited or received proceeds from investments in an amount of $1,287,722, net of transaction costs, and realized a net gain on investments of $3,096,275 (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Shares Average Net Share Price (1) Net Proceeds Realized Gain (2) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) Various 27,352 $ 27.76 $ 759,225 $ 212,073 Rover, Inc. 1/31/2022 42,744 6.52 278,497 150,725 Residential Homes for Rent, LLC (d/b/a Second Avenue) (3) Various N/A N/A 250,000 — Total $ 1,287,722 $ 362,798 (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain does not include adjustments to amounts held in escrow receivable. (3) During the three months ended March 31, 2022, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $0.2 million repaid a portion of the outstanding principal and the remaining was attributed to interest. During the three months ended March 31, 2022, we did not write-off any investments. 47 Table of Contents Results of Operations Comparison of the Three Months Ended March 31, 2023 and 2022 Operating results for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 2022 Total Investment Income $ 1,299,082 $ 583,100 Interest income 1,235,937 452,455 Dividend income 63,145 130,645 Total Operating Expenses $ 5,520,847 $ 4,807,805 Compensation expense 2,136,754 1,860,702 Directors’ fees 160,565 160,565 Professional fees 990,834 1,272,713 Interest expense 1,213,286 1,200,786 Income tax expense 529,780 2,050 Other expenses 489,628 310,989 Net Investment Loss $ (4,221,765 ) $ (4,224,705 ) Net realized gain/(loss) on investments 189,343 3,096,275 Net change in unrealized appreciation/(depreciation) of investments 8,648,931 21,584,885 Net Change in Net Assets Resulting from Operations $ 4,616,509 $ 20,456,455 Investment Income Investment income increased to $1,299,082 for the three months ended March 31, 2023 from $583,100 for the three months ended March 31, 2022. The net increase between periods was due to the addition of interest income from U.S. Treasury Bills, Xgroup Holdings Limited (d/b/a Xpoint), and Shogun Enterprises, Inc. (d/b/a Hearth). The increase was offset by a decrease in interest income from Architect Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings, Inc. (d/b/a/ Lime), plus a decrease in dividend income from NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) and a cessation in dividend income from Treehouse Real Estate Investment Trust, Inc. during the three months ended March 31, 2023, relative to the three months ended March 31, 2022. Operating Expenses Total operating expenses increased to $5,520,847 for the three months ended March 31, 2023 from $4,807,805 for the three months ended March 31, 2022. The increase in operating expense was primarily due to an increase in compensation expense associated with an increased headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a decrease in professional fees during the three months ended March 31, 2023, relative to the three months ended March 31, 2022. Net Investment Loss For the three months ended March 31, 2023, we recognized a net investment loss of $4,221,765, compared to a net investment loss of $4,224,705 for the three months ended March 31, 2022. The change between periods resulted from an increase in operating expenses, offset by an increase in total investment income between periods during the three months ended March 31, 2023, relative to the three months ended March 31, 2022. Net Realized Gain on Investments For the three months ended March 31, 2023, we recognized a net realized gain on our investments of $189,343, compared to a net realized gain of $3,096,275 for the three months ended March 31, 2022. The components of our net realized gains on portfolio investments for the three months ended March 31, 2023 and 2022, excluding U.S. Treasury investments and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.” 48 Table of Contents Net Change in Unrealized Appreciation/(Depreciation) of Investments For the three months ended March 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $8,648,931. For the three months ended March 31, 2022, we had a net change in unrealized appreciation/(depreciation) of $21,584,885. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2023 and 2022. Portfolio Company Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended March 31, 2023 Portfolio Company Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended March 31, 2022 Colombier Sponsor LLC $ 12,082,872 Forge Global, Inc. $ 41,728,933 Varo Money, Inc. 3,116,622 True Global Ventures 4 Plus Fund Pte Ltd 3,267,828 Aspiration Partners, Inc. (2,544,036 ) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (1) (1,161,292 ) Orchard Technologies, Inc. (4,699,728 ) Trax Ltd. (1,600,177 ) Nextdoor, Inc. (2,452,786 ) Rover Group, Inc. (1) (3,028,901 ) Skillsoft Corp. (3,053,532 ) Course Hero, Inc. (11,030,543 ) Other (2) 693,201 Other (2) (1,084,645 ) Total $ 8,648,931 Total $ 21,584,885 (1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable. (2) “Other” represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million. Recent Developments Portfolio Activity Please refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of March 31, 2023 for details regarding activity in our investment portfolio from April 1, 2023 through May 9, 2023. We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated. Modified Dutch Auction Tender Offer On March 17, 2023, the Company’s Board approved a tender offer, which commenced on March 21, 2023, to purchase up to 3,000,000 shares of its common stock at a price per share not less than $3.00 and not greater than $4.50 in $0.10 increments, using available cash, expiring on April 17, 2023. Pursuant to the terms of the tender offer, the Company repurchased 3,000,000 shares, representing 10.6% of its outstanding shares, on or about April 21, 2023 at a price of $4.50 per share. The Company used available cash to fund the purchase of its shares of common stock in the tender offer and to pay for all related fees and expenses. 49 Table of Contents Custody Agreement On April 19, 2023, the Company and Western Alliance Trust Company, National Association (the “Custodian”) entered into a custody agreement (the “Custody Agreement”), pursuant to which the Custodian was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company. Either party may terminate the Custody Agreement at any time upon sixty (60) days’ prior written notice. Liquidity and Capital Resources Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “At-the-Market Offering”. In addition, on December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding. For additional information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of March 31, 2023. Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the three months ended March 31, 2023 and 2022, our operating expenses were $5,520,847 and $4,807,805, respectively. Cash Reserves and Liquid Securities March 31, 2023 December 31, 2022 Cash $ 48,113,676 $ 40,117,598 Cash Equivalents: U.S. Treasury bills (1) 75,986,912 85,056,817 Securities of publicly traded portfolio companies: Unrestricted securities (2) 11,534,888 13,298,992 Subject to other sales restrictions (3) — 24,493 Securities of publicly traded portfolio companies 11,534,888 13,323,485 Total Cash Reserves and Liquid Securities $ 135,635,476 $ 138,497,900 (1) Consists of short-term U.S. Treasury bills. (2) “Unrestricted securities” represents common stock of our publicly traded portfolio companies that are not subject to any restrictions upon sale. We may incur losses. (3) Securities of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly traded companies that are subject to certain lock-up restrictions. During the three months ended March 31, 2023, cash increased to $48,113,676 from $40,117,598 at the beginning of the year. The increase in cash was primarily due to the sale or exit of investments, including U.S. Treasury bills and other investment income received, offset by the purchase of new investments including U.S. Treasury bills, interest on the 6.00% Notes due 2026, and to pay our operating expenses. Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances. 50 Table of Contents Contractual Obligations A summary of our significant contractual payment obligations as of March 31, 2023 is as follows: Payments Due By Period (in millions) Total Less than 1 year 1–3 years 3–5 years More than 5 years 6.00% Notes due December 30, 2026 (1) $ 75.0 $ — $ — $ 75.0 $ — Operating lease liability 0.3 0.2 0.1 — — Total $ 75.3 $ 0.2 $ 0.1 $ 75.0 $ — (1) Reflects the principal balance payable to investors for the 6.00% Notes due 2026 as of March 31, 2023. Refer to “Note 10—Debt Capital Activities” in our condensed consolidated financial statements as of March 31, 2023 for more information. Share Repurchase Program During the three months ended March 31, 2023, the Company did not repurchase any shares of the Company’s common stock under the Share Repurchase Program. During the three months ended March 31, 2022, the Company repurchased 153,517 shares of the Company’s common stock under the Share Repurchase Program. As of March 31, 2023, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million. On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock. Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act. For more information on the Share Repurchase Program, see “Note 5—Common Stock” to our condensed consolidated financial statements as of March 31, 2023. Off-Balance Sheet Arrangements As of March 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future. 51 Table of Contents Equity Issuances & Debt Capital Activities At-the-Market Offering On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”). On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million. In connection with the upsize of the ATM Program to $150.0 million, the Company entered into the Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents. The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes. During the three months ended March 31, 2023, the Company did not issue or sell shares under the ATM program. During the three months ended March 31, 2022, the Company issued and sold 17,807 Shares under the ATM Program at weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold. As of March 31, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program. Refer to “Note 5—Common Stock” to our condensed consolidated financial statements as of March 31, 2023 for more information regarding the ATM Program. 6.00% Notes due 2026 On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of March 31, 2023 for more information regarding the 6.00% Notes due 2026. 52 Table of Contents Distributions The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through March 31, 2023. The table is divided by fiscal year according to record date: Date Declared Record Date Payment Date Amount per Share Fiscal 2015: November 4, 2015 (1) November 16, 2015 December 31, 2015 $ 2.76 Fiscal 2016: August 3, 2016 (2) August 16, 2016 August 24, 2016 0.04 Fiscal 2019: November 5, 2019 (3) December 2, 2019 December 12, 2019 0.20 December 20, 2019 (4) December 31, 2019 January 15, 2020 0.12 Fiscal 2020: July 29, 2020 (5) August 11, 2020 August 25, 2020 0.15 September 28, 2020 (6) October 5, 2020 October 20, 2020 0.25 October 28, 2020 (7) November 10, 2020 November 30, 2020 0.25 December 16, 2020 (8) December 30, 2020 January 15, 2021 0.22 Fiscal 2021: January 26, 2021 (9) February 5, 2021 February 19, 2021 0.25 March 8, 2021 (10) March 30, 2021 April 15, 2021 0.25 May 4, 2021 (11) May 18, 2021 June 30, 2021 2.50 August 3, 2021 (12) August 18, 2021 September 30, 2021 2.25 November 2, 2021 (13) November 17, 2021 December 30, 2021 2.00 December 20, 2021 (14) December 31, 2021 January 14, 2022 0.75 Fiscal 2022: March 8, 2022 (15) March 25, 2022 April 15, 2022 0.11 Total $ 12.10 (1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital. (2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital. (3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital. (4) All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (5) All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (6) All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (7) All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (8) All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. (9) All of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. (10) All of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. 53 Table of Contents (11) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital. (12) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital. (13) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital. (14) All of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. (15) All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. We intend to focus on making equity-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status. Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash. So long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies— U.S. Federal and State Income Taxes ” and “Note 9—Income Taxes” to our condensed consolidated financial statements as of March 31, 2023 for more information. The Taxable Subsidiaries included in our condensed consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements. Critical Accounting Policies Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements as of March 31, 2023 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements. 54 Table of Contents Related-Party Transactions See “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of March 31, 2023 for more information.