What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-06 compared with 2020-11-12 · 575 added, 439 removed, 937 unchanged (52% of the section changed)

2 unchanged sentences

Statements of Assets and Liabilities

September 30, 2020

March 31, 2021

December 31, 2020

1 unchanged sentence

Non-control/non-affiliate investments at fair value (cost of $572,409,671 and $532,676,057, respectively)

Control/affiliate investments at fair value (cost of $14,411,494 and $13,911,494, respectively)

Investment in U.S.

8 unchanged sentences

Total debt, less unamortized deferred financing costs

Treasury Bills sold short at fair value (proceeds of $25,999,624 and $0, respectively)

Reverse repurchase agreement

17 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019

March 31, 2021

March 31, 2020

Investment income

23 unchanged sentences

Realized and unrealized gain (loss) on investments

Realized gain (loss) on non-control/non-affiliate investments, including U.S.

Realized (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S.

Net change in unrealized (depreciation) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net realized and unrealized gain (loss) on investments

Net change in unrealized appreciation on control/affiliate investments

Net realized and unrealized (loss) on investments

Net increase in net assets resulting from operations

7 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019

March 31, 2021

March 31, 2020

Net increase in net assets from operations

Net investment income

Realized gain (loss) on investments and U.S.

Realized (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net change in unrealized appreciation (depreciation) on investments and U.S.

Net change in unrealized (depreciation) on non-control/non-affiliate investments, including U.S.

Treasury Bills

Net change in unrealized appreciation on control/affiliate investments

Net increase in net assets resulting from operations

Distributions to shareholders from:

Dividends paid to shareholders

Total distributions to shareholders

Distributions to stockholders from:

Dividends paid to stockholders

Total distributions to stockholders

Capital share transactions

13 unchanged sentences

Statements of Cash Flows

Nine Months Ended

September 30, 2020

September 30, 2019

Three Months Ended

March 31, 2021

March 31, 2020

Cash flows from operating activities

2 unchanged sentences

Purchases of investments

(141,707,494)

(225,533,774)

Purchases of U.S.

Treasury Bills

(179,998,299)

(215,871,217)

Payment in-kind interest

2 unchanged sentences

Treasury Bills

Proceeds from U.S.

Treasury Bills sold short

Realized (gain) loss on non-control/non-affiliate investments, including U.S.

Realized loss on investments, including U.S.

Treasury Bills

Net change in unrealized (appreciation) depreciation on non-control/non-affiliate investments, including U.S.

Net change in unrealized depreciation on investments, including U.S.

Treasury Bills

6 unchanged sentences

Payable for securities purchased

Deferred revenue

Accrued incentive fees

2 unchanged sentences

Accrued expenses and other liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from financing activities

Deferred offering costs

Deferred credit facility fees

Borrowings under credit facilities

Repayments under credit facilities

(110,500,000)

Proceeds from reverse repurchase agreements

Repayments of reverse repurchase agreements

(195,117,913)

(234,680,689)

Dividends paid to shareholders

Dividends paid to stockholders

Offering costs

Net cash received from common stock issued

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Net cash (used in) financing activities

Net (decrease) in cash

Cash and cash equivalents at beginning of period

7 unchanged sentences

Schedule of Investments (Unaudited)

September 30, 2020

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Control/affiliate investments (14)

Senior Secured Term Loans (13)

Application Software

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021 (4)

LIBOR+12.00% PIK, 12.00% floor, due 4/30/21 (4)

Total Senior Secured Term Loans

Preferred Stocks

Application Software

Series A-1 Preferred Stock (7)

Application Software

Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030

Total Warrants

Total Control/affiliate investments

Non-control/non-affiliate investments

7 unchanged sentences

LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments (Unaudited) — (continued)

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Senior Secured Term Loans (13) (continued)

Aria Systems, Inc.

Application Software

LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021

Allurion Technologies, Inc.

Health Care Technology

LIBOR+9.05%, 9.50% floor, 3.00% ETP, due 3/30/2025

Bombora, Inc.

Internet Software and Services

LIBOR+5.00%, 5.50% floor, 3.75% PIK, 2.00% ETP, due 3/31/2025 (4)

Brilliant Earth, LLC

1 unchanged sentence

LIBOR+8.25%, 9.25% floor, 4.50% ETP, due 10/15/2023

LIBOR+8.25%, 9.25% floor, 0.75% ETP, due 10/15/2023

Circadence Corporation

11 unchanged sentences

LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4)

Dejero Labs Inc.

System Software

LIBOR+9.25%, 11.75% floor, 4.50% ETP, due 5/31/2023 (3),(7)

Dtex Systems, Inc.

5 unchanged sentences

LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023

FiscalNote, Inc.

Application Software

LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023

Gynesonics, Inc.

Health Care Technology

LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025

Internet Software and Services

5 unchanged sentences

LIBOR+8.75%, 10.75% floor, 3.00% ETP, due 6/15/2023

Massdrop, Inc.

Computer & Electronics Retail

LIBOR+8.25% PIK, 10.65% floor, 4.00% ETP, due 1/15/2023 (4)

Mingle Healthcare Solutions, Inc.

Health Care Technology

LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) — (continued)

September 30, 2020

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

2 unchanged sentences

Senior Secured Term Loans (13) (continued)

Application Software

LIBOR+12.00% PIK, 12.00% Floor, 5% ETP, due 5/15/2021 (4)

LIBOR+12% PIK, 11% Floor, 5% ETP, due 05/15/2021 (4)

LIBOR+12.00% PIK, 10.50% floor, due 10/31/20 (4)

(dba NationBuilder)

Application Software

LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023

Massdrop, Inc.

Computer & Electronics Retail

LIBOR+8.25%, 10.65% floor, 4.00% ETP, due 1/15/2023

Technology Hardware, Storage & Peripherals

LIBOR+8.25%, 10.65% floor, due 1/15/2023

Mingle Healthcare Solutions, Inc.

Health Care Technology

LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)

Porch.com, Inc.

Application Software

LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4)

LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)

Scale Computing, Inc.

System Software

Porch Group, Inc.

Application Software

LIBOR+8.00%, 8.55% floor, 4.99% ETP, due 12/15/2024 (3), (15)

9 unchanged sentences

Fixed 6.50% PIK, due 3/9/2027 (4)

VERO Biotech LLC

Health Care Technology

LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024

Total Senior Secured Term Loans

Preferred Stock

Preferred Stocks

Aria Systems, Inc.

1 unchanged sentence

Series G Preferred Stock (7)

CareCloud, Inc.

Health Care Technology

11% Series A Cumulative Redeemable Perpetual Preferred Stock (15),(16)

Total Preferred Stock

AllClear ID, Inc.

Specialized Consumer Services

Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027

Aria Systems, Inc.

Application Software

Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028

Pivot3 Holdings, Inc.

Data Processing & Outsourced Services

Series 1 Preferred Stock (7)

Total Preferred Stocks

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) — (continued)

September 30, 2020

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

1 unchanged sentence

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Common Stocks (7)

Porch Group, Inc.

Application Software

Common Stock (3),(15)

Technology Hardware, Storage & Peripherals

Common Stock (3),(15)

Technology Hardware, Storage & Peripherals

Total Common Stocks

AllClear ID, Inc.

Specialized Consumer Services

Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027

Allurion Technologies, Inc.

Health Care Technology

Warrant for Series C Preferred Stock, exercise price $6.58/share, expires 3/30/2031

Aria Systems, Inc.

Application Software

Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028

Aspen Group Inc.

1 unchanged sentence

Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022

Bombora, Inc.

Internet Software and Services

Warrant for Common Stock, exercise price $3.29/share, expires 3/31/2031

Brilliant Earth, LLC

1 unchanged sentence

Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029

Warrant for Class P Units, exercise price $10.00/share, expires 12/17/2030

CareCloud, Inc.

Health Care Technology

Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022

Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023

Circadence Corporation

14 unchanged sentences

Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(6)

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments (Unaudited) — (continued)

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Warrants (7) (continued)

Dtex Systems, Inc.

5 unchanged sentences

Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029

FiscalNote, Inc.

Application Software

Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030

Gynesonics, Inc.

Health Care Technology

Success fee, expires 12/1/2027 (12)

Internet Software and Services

6 unchanged sentences

Computer & Electronics Retail

Warrant for B Series Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

Mingle Healthcare Solutions, Inc.

1 unchanged sentence

Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments (Unaudited) — (continued)

September 30, 2020

Investment Description (1),(5),(6),(11)

Fair Value (2),(9)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Application Software

Warrant for Common Stock, exercise price $10.64/share, expires 5/16/2027

Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 12/17/2029

Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 5/30/2029

Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 12/20/28

Health Care Technology

Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022

Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023

(dba NationBuilder)

1 unchanged sentence

Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028

Technology Hardware, Storage & Peripherals

Warrant for Series B Preferred Stock, exercise price $11.3158/share, expires 11/27/2028

Data Processing & Outsourced Services

Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029

Porch.com, Inc.

Porch Group, Inc.

Application Software

Warrant for Series C Preferred Stock, exercise price $3.4961/share, expires 7/22/2030

Earnout, expires 12/23/2023 (3),(12),(15)

RealWear, Inc.

5 unchanged sentences

System Software

Warrant for Series F-1 Preferred Stock, exercise price $0.8031/share, expires 3/29/2029

Warrant for Common Stock, exercise price $0.80/share, expires 3/29/2029

SendtoNews Video, Inc.

Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(6)

ShareThis, Inc.

Data Processing & Outsourced Services

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) — (continued)

September 30, 2020

March 31, 2021

Portfolio Companies

Investment Description (1),(5),(10)

2 unchanged sentences

Warrants (7) (continued)

ShareThis, Inc.

Data Processing & Outsourced Services

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

The Kairn Corporation

1 unchanged sentence

Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030

Technology Hardware, Storage & Peripherals

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 12/29/2027

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 2/11/2029

VERO Biotech LLC

Health Care Technology

Success fee, expires 12/29/2025 (12)

Total Warrants

2 unchanged sentences

Total Investments

Treasury Bills Sold Short

Treasury Bill, 0.065%, due 10/8/2020 (10)

(1) Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates, as applicable.

Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S.

At September 30, 2020, the 3-Month LIBOR was 0.23% and the U.S.

At March 31, 2021, the 3-Month LIBOR was 0.19% and the U.S.

Prime Rate was 3.25%.

(2) All investments in portfolio companies, which as of September 30, 2020 represented 109.49% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(2) All investments in portfolio companies, which as of March 31, 2021 represented 124.64% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(3) Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Non-qualifying assets represent 7.70% of total investments at fair value as of September 30, 2020.

Non-qualifying assets at fair value represent 13.01% of total assets as of March 31, 2021.

Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

2 unchanged sentences

PIK interest is accrued and will be paid at maturity.

(5) All investments are valued using unobservable inputs, except Corporate Bonds and U.S.

Treasury Bills, which are valued using observable inputs.

(5) All investments are domiciled in the United States, unless otherwise noted.

3 unchanged sentences

See Note 3 for additional detail.

(10) Treasury bills with $85,000,000 in aggregate of par value were purchased pursuant to a 0.40% reverse repurchase agreement with Goldman Sachs dated September 25, 2020 and due to the Company on October 2, 2020, with a repurchase price to the Company of $84,574,977 collateralized by a 0.05% U.S.

Treasury Bill due October 8, 2020 with an aggregate par value of $85,000,000 and fair value of $84,998,465.

In addition, Treasury bills with $26,000,000 in aggregate of par value were sold pursuant to a 0.05% repurchase agreement with Goldman Sachs dated September 30, 2020 due to the Company on October 2, 2020 with a repurchase price to the Company of $25,999,610 collateralized by a 0.065% U.S.

Treasury Bill due October 8, 2020 with an aggregate par value of $26,000,000 and fair value of $25,999,624.

(9) Treasury bill with $25,000,000 par value was purchased pursuant to a 0.25% reverse repurchase agreement with Goldman Sachs dated March 29, 2021, due April 6, 2021, with a repurchase price to the Company of $24,874,914 collateralized by a 0.05% U.S.

Treasury Bill due April 8, 2021 with a par value of 25,000,000 and fair value of $24,999,969.

(10) Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.

(11) Investment is domiciled in the United Kingdom.

(13) The Credit Agreement (as defined in Note 10) is secured by a perfected first priority security interest in each of the Company’s senior secured term loan investments, except for the Mojix, Inc.

and Pivot3, Inc.

senior secured term loans.

(12) Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.

(14) Control investment, as defined under the 1940 Act, in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board.

(15) Investment is publicly traded and listed on NASDAQ.

(16) 260,000 shares of CareCloud, Inc.

preferred stock, with a fair value of $1,778,026 have restrictions on the sale of the shares due to escrow claims, and such fair value is considered a Level 2 fair value measurement under the fair value hierarchy.

See notes to financial statements.

1 unchanged sentence

Schedule of Investments (Unaudited) — (continued)

September 30, 2020

March 31, 2021

The following tables show the fair value of our portfolio of investments (excluding any U.S.

Treasury Bills held) by geographic region and industry as of September 30, 2020:

September 30, 2020

Treasury Bills held) by geographic region and industry as of March 31, 2021:

March 31, 2021

Investments at

4 unchanged sentences

Northwestern United States

Southeastern United States

United Kingdom

South Central United States

Midwestern United States

September 30, 2020

March 31, 2021

Investments at

1 unchanged sentence

Application Software

Healthcare Technology

Internet Software & Services

Internet Retail

Data Processing & Outsourced Services

Specialized Consumer Services

Internet Retail

Healthcare Technology

System Software

Human Resource & Employment Services

Education Services

Computer & Electronics Retail

Education Services

Technology Hardware, Storage & Peripherals

Specialty Finance

System Software

See notes to financial statements.

2 unchanged sentences

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments

Control/affiliate investments (14)

Senior Secured Term Loans (13)

Aginity, Inc.

Application Software

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)

LIBOR+10.5% PIK, 11.50% floor, Extension line, due 2/15/2020 (4),(8),(12)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)

LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021 (4)

Total Senior Secured Term Loans

Preferred Stocks

Application Software

Series A-1 Preferred Stock (7)

Application Software

Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030

Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030

Total Warrants

Total Control/affiliate investments

Non-control/non-affiliate investments

Corporate Bond

TriplePoint Venture Growth BDC Corp.

Specialty Finance

Bonds, 5.75% Interest rate, due 7/15/2022 (3)

Senior Secured Term Loans (13)

Aria Systems, Inc.

1 unchanged sentence

LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021

See notes to financial statements.

RUNWAY GROWTH CREDIT FUND INC.

Schedule of Investments — (continued)

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Senior Secured Term Loans (13) (continued)

Brilliant Earth, LLC

1 unchanged sentence

LIBOR+8.25%, 9.25% floor, 4.50% ETP, due 10/15/2023

CareCloud Corporation

Healthcare Technology

Prime+7.0%, 11.75% floor, 3.5% ETP, due 6/15/2022

LIBOR+8.25%, 9.25% floor, 0.75% ETP, due 10/15/2023

Circadence Corporation

1 unchanged sentence

LIBOR+9.50%, 12.00% floor, 7.50% ETP, due 12/15/2022

Cloud Passage, Inc.

CloudPassage, Inc.

Data Processing & Outsourced Services

LIBOR+7.50%, 1.00% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4)

Dejero Labs Inc.

Data Processing & Outsourced Services

CloudPay Solutions Ltd.

Human Resource & Employment Services

LIBOR+9.50%, 1.25% PIK, 11.25% floor, 3.00% ETP, due 12/15/2023 (3),(4),(11)

Credit Sesame, Inc.

Specialized Consumer Services

LIBOR+8.35%, 10.25% floor, 2.50% ETP, due 12/15/2023

LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4)

Dtex Systems, Inc.

Application Software

LIBOR+10.65% PIK, 13% floor, 4.875% ETP, due 11/15/2021

LIBOR+9.15%, 11.50% floor, 5.13% ETP, due 11/15/2021

Echo 360 Holdings, Inc.

2 unchanged sentences

LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023

eSilicon Corporation

Semiconductors

LIBOR+10.50%, 13% floor, 5% ETP, due 7/15/2020

FiscalNote, Inc.

Application Software

LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023

Gynesonics, Inc.

Health Care Technology

LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025

Prime+2.75%, Revolving line, due 6/15/2020

Internet Software and Services

4 unchanged sentences

Internet Software and Services

10.75% Floor, 3% ETP, due 6/15/2023

LIBOR+8.75%, 10.75% floor, 3.00% ETP, due 6/15/2023

Massdrop, Inc.

1 unchanged sentence

LIBOR+8.25%, 10.65% floor, 4.00% ETP, due 1/15/2023

MingleHealth Care Solutions, Inc.

Healthcare Technology

Mingle Healthcare Solutions, Inc.

Health Care Technology

LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022

3 unchanged sentences

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

2 unchanged sentences

Senior Secured Term Loans (13) (continued)

Application Software

LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021

LIBOR+12% PIK, 11.00% floor, due 1/31/2020

3DNA Corp.(dba NationBuilder)

(dba NationBuilder)

Application Software

4 unchanged sentences

Data Processing & Outsourced Services

LIBOR+8.50%, 11.00% floor, 4% ETP, due 11/15/2022

RealWear, Inc.

Technology Hardware, Storage & Peripherals

LIBOR+8%, 10.35% floor, 5% ETP, due 6/28/2023

Scale Computing, Inc.

System Software

LIBOR+9.25%, 11.75% floor, 4.5% ETP, due 9/15/2022

LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)

LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4)

Porch Group, Inc.

Application Software

LIBOR+8.50%, 2.00% PIK, 9.05% floor, 3.50% ETP, due 7/22/2024 (4)

ShareThis, Inc.

3 unchanged sentences

LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022

LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 12/31/2022

The Kairn Corporation

Application Software

LIBOR+9.50% PIK, 10.81% floor, due 12/15/2022 (4)

Fixed 6.50% PIK, due 3/9/2027 (4)

VERO Biotech LLC

Health Care Technology

LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024

Total Senior Secured Term Loans

Preferred Stock (8)

Preferred Stocks

Aria Systems, Inc.

1 unchanged sentence

Series G Preferred Stock (7)

Aginity, Inc.

Application Software

Warrant for Series A Preferred Stock, exercise price $1.949/share, expires 5/25/2028 (12)

Warrant for Series A-1 Preferred Stock, exercise price $0.01/share, expires 2/25/2029

Health Care Technology

11% Series A Cumulative Redeemable Perpetual Preferred Stock (15),(16)

Total Preferred Stocks

See notes to financial statements.

2 unchanged sentences

December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Warrants (8) (continued)

Common Stocks (7)

Porch Group, Inc.

Application Software

Common Stock (15)

Technology Hardware, Storage & Peripherals

Total Common Stocks

AllClear ID, Inc.

10 unchanged sentences

Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029

CareCloud Corporation

Healthcare Technology

Warrant for Series A-1 Preferred Stock, exercise price $0.8287/share, expires 6/16/2025

Warrant for Class P Units, exercise price $10.00/share, expires 12/17/2030

Circadence Corporation

2 unchanged sentences

Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 10/31/2029

Cloud Passage, Inc.

CloudPassage, Inc.

Data Processing & Outsourced Services

Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029

CloudPay Solutions Ltd.

Human Resource & Employment Services

Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3),(11)

Credit Sesame, Inc.

Specialized Consumer Services

Warrant for Common Stock, exercise price $0.01/share, expires 1/7/2030

Dejero Labs Inc.

Data Processing & Outsourced Services

System Software

Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(6)

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Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029

eSilicon Corporation

Semiconductors

Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 7/31/2027

Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 6/21/2029

Internet Software and Services

Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029

See notes to financial statements.

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December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Warrants (7) (continued)

FiscalNote, Inc.

Application Software

Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030

Gynesonics, Inc.

Health Care Technology

Success fee, expires 12/1/2027 (12)

Internet Software and Services

Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029

Longtail Ad Solutions, Inc.

(dba JW Player)

Internet Software and Services

Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029

Massdrop, Inc.

Computer & Electronics Retail

Warrant for B Series Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

MingleHealth Care Solutions, Inc.

Healthcare Technology

Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2019

Mingle Healthcare Solutions, Inc.

Health Care Technology

Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028

Application Software

Health Care Technology

Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022

Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 12/20/2028

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 5/30/2029

Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 12/17/2029

3DNA Corp.(dba NationBuilder)

Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023

(dba NationBuilder)

Application Software

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Technology Hardware, Storage & Peripherals

Warrant for Series A Preferred Stock, exercise price $11.3158/share, expires 11/27/2028

Warrant for Series B Preferred Stock, exercise price $0.3323/share, expires 11/27/2028

Data Processing & Outsourced Services

Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029

Porch Group, Inc.

Application Software

Earnout, expires 12/23/2023 (12)

RealWear, Inc.

2 unchanged sentences

Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028

Warrant Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029

Warrant for Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029

Scale Computing, Inc.

System Software

Warrant for Series F-1 Preferred Stock, exercise price $0.8031/share, expires 3/29/2029

Warrant for Common Stock, exercise price $0.8031/share, expires 3/29/2029

SendtoNews Video, Inc.

Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(6)

ShareThis Inc.

Data Processing & Outsourced Services

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

See notes to financial statements.

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December 31, 2020

Portfolio Companies

Investment Description (1),(5),(10)

Fair Value (2),(8)

Non-control/non-affiliate investments (continued)

Warrants (7) (continued)

Technology Hardware, Storage & Peripherals

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 12/29/2027

Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 2/11/2029

ShareThis, Inc.

Data Processing & Outsourced Services

Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028

The Kairn Corporation

Application Software

Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030

VERO Biotech LLC

Health Care Technology

Success fee, expires 12/29/2025 (12)

Total Warrants

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Treasury Bill, 0.40%, due 01/12/2021 (9)

Treasury Bill, 0.97%, due 1/2/2020

Total U.S.Treasury

Total Investments

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(2) All investments in portfolio companies, which as of December 31, 2020 represented 118.36% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(3) Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended.

(3) Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Non-qualifying assets represent 10.68% of total investments at fair value as of December 31, 2020.

Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).

(4) Represents a PIK security.

PIK interest will be accrued and paid at maturity.

(5) All investments are valued using unobservable inputs, except the U.S.

Treasury Bills which are valued using observable inputs.

PIK interest is accrued and will be paid at maturity.

(5) All investments are domiciled in the United States, unless otherwise noted.

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See Note 3 for additional detail.

(10) Treasury bills with $75,000,000 in aggregate of par value were purchased pursuant to a 5.00% reverse repurchase agreement with Goldman Sachs, dated December 27, 2019, due January 3, 2020, with a repurchase price of $75,000,000 and collateralized by a 1.45% U.S.

Treasury Bill due January 7, 2020 with a par value of $75,000,000 and fair value of $74,966,771.

(9) Treasury bills with $70,000,000 in aggregate of par value were purchased pursuant to a 0.40% reverse repurchase agreement with Goldman Sachs dated December 30, 2020 and due to the Company on January 12 2021, with a repurchase price to the Company of $69,650,000, collateralized by a 0.40% U.S.

Treasury Bill due January 12 2021 with an aggregate par value of $70,000,000 and fair value of $70,002,060.

(10) Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.

(12) In the occurrence of a sale by the borrower, Aginity, Inc.

will satisfy the repayment of the Extension line first from the proceeds available to the Company.

(11) Investment is domiciled in the United Kingdom.

(12) Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.

(14) Control investment, as defined under the 1940 Act, in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board.

(15) Investment is publicly traded and listed on NASDAQ.

(16) 260,000 shares of MTBC, Inc.

preferred stock with a fair value of $1,429,600 have restrictions on the sale of the shares due to escrow claims, and such fair value is considered a Level 2 fair value measurement under the fair value hierarchy.

See notes to financial statements.

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Western United States

Northeastern United States

Northwestern United States

United Kingdom

Southeastern United States

South Central United States

Midwestern United States

Northeastern United States

December 31, 2020

2 unchanged sentences

Application Software

Data Processing & Outsourced Services

Technology Hardware, Storage & Peripherals

Internet Retail

Semiconductors

Healthcare Technology

Internet Retail

Internet Software & Services

Data Processing & Outsourced Services

Specialized Consumer Services

Human Resource & Employment Services

Education Services

Computer & Electronics Retail

Technology Hardware, Storage & Peripherals

Specialty Finance

System Software

Specialized Consumer Services

See notes to financial statements.

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The Company is an externally managed, non-diversified, closed-end 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”).

In addition, the Company has elected to be treated, currently qualifies, and intends to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

In addition, the Company has elected to be treated, has qualified, and intends to continue to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed primarily to lend to, and selectively invest in, small, fast-growing companies in the United States.

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The final closing of the Initial Private Offering occurred on December 1, 2017.

As of September 30, 2020, in connection with the Initial Private Offering, the Company had total capital commitments of $275,000,000 and had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.

As of March 31, 2021, in connection with the Initial Private Offering, the Company had total capital commitments of $275,000,000 and had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.

The Company has issued an additional 5,435,688 shares as part of the dividend reinvestment program.

Refer to Note 6 for further detail.

As of September 30, 2020, the Company had completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $174,673,500.

As of March 31, 2021, the Company had completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $174,673,500.

The Company has issued 8,352,251 shares of its common stock for a total purchase price of $125,283,766 in connection with the Second Private Offering.

In March 2020, the Company issued 2,103 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per-share price of $15.00 for total proceeds of $31,542.

As of March 31, 2021, $49,389,734 of capital commitments remain undrawn.

As of March 31, 2021, the Company has issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per-share price of $15.00 for total proceeds of $338,453.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The interim unaudited financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.

The accompanying interim unaudited financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.

Generally Accepted Accounting Principles (“U.S.

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In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included.

The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2020, including the impact of the recent novel strain of

coronavirus (“COVID-19”) pandemic thereon.

The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2021, including the impact of the novel strain of coronavirus (“COVID-19”) pandemic thereon.

The interim unaudited financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021.

Certain items in the March 31, 2020 financial statements have been reclassified to conform to the March 31, 2021 presentation with no net effect on the net increase in net assets resulting from operations.

Use of Estimates

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Deferred Credit Facility Fees

The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (each as defined below in Note 10) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement in accordance with ASC 470, Debt.

Debt issuance costs associated with the Credit Agreement are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.

The fees and expenses associated with opening the CIBC USA Credit Facilities (as defined below in Note 10) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Facilities in accordance with ASC 470, Debt.

Reverse Repurchase and Repurchase Agreements

The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (each as defined below) and CIBC USA Credit Facilities (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement and the Credit Facilities in accordance with ASC 470, Debt.

Debt issuance costs associated with the Credit Agreement and the Credit Facilities are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement and the Credit Facilities, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.

Reverse Repurchase Agreement

The Company has, and may in the future, enter into reverse repurchase agreements, under the terms of a Master Repurchase Agreement, with selected commercial banks and broker-dealers, under which the Company acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase and the Company to resell the securities (obligation) at an agreed upon time and price.

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If the seller defaults or enters an insolvency proceeding, realization of the collateral by the Company may be delayed, limited or wholly denied.

Additionally, the Company has, and may in the future, enter into a repurchase agreement, under the terms of a Master Repurchase Agreement, with selected commercial banks and broker-dealers, under which the Company sells securities subject to an obligation of the Company to repurchase from the counterparty at an agreed upon time and price.

The Company is required to provide securities to counterparties to collateralize repurchase agreements.

Pursuant to a reverse repurchase agreement with Goldman Sachs, which expired on October 2, 2020, the Company purchased a U.S.

Treasury Bill, due October 8, 2020.

The fair value of the related collateral that the Company received for this agreement was $84,998,465 at September 30, 2020.

In addition, U.S.

Treasury Bills with a par value of $26,000,000 and due October 8, 2020 were sold pursuant to a 0.05% repurchase agreement with Goldman Sachs dated September 30, 2020 and due to the Company on October 2, 2020 with a repurchase price to the Company of $25,999,610, collateralized by the 0.065% U.S.

Treasury Bill with a fair value of $25,999,624.

Such repurchase agreement, which expired October 2, 2020, is netted with the reverse repurchase agreement, and the U.S.

Treasury Bill collateralizing the repurchase agreement is reflected as U.S.

Treasury Bill sold short on the Statement of Assets and Liabilities.

Pursuant to a reverse repurchase agreement with Goldman Sachs, which expired on April 6, 2021, the Company purchased a U.S.

Treasury Bill, due April 8, 2021.

The fair value of the related collateral that the Company received for this agreement was $24,999,969 at March 31, 2021.

Pursuant to a reverse repurchase agreement with Goldman Sachs which expired on January 6, 2021, the Company purchased a U.S.

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The value of the related collateral that the Company received for this agreement was $70,002,060 at December 31, 2020.

At September 30, 2020 and December 31, 2019, the net repurchase liability was $58,575,366 and $74,593,802, respectively, which is reflected as Reverse repurchase agreement on the Statement of Assets and Liabilities.

Offsetting of Amounts Related to Certain Contracts

When the requirements of ASC 210-20-45-11 are met, the Company offsets certain fair value amounts recognized for net positions executed with the same counterparty under the same master netting arrangement.

Reverse repurchase agreements and repurchase agreements with the same counterparty and maturity are presented net in the Statement of Assets and Liabilities when the terms of the agreements permit netting.

At September 30, 2020, the Company offset, as permitted under ASC 210-20-45-11, its reverse repurchase agreement with Goldman Sachs due October 2, 2020 with a fair value of $84,574,976 with its repurchase agreement with Goldman Sachs due to the Company on October 2, 2020 with a repurchase price to the Company of $25,999,610, resulting in a net repurchase liability with Goldman Sachs fair valued at $58,575,366 at September 30, 2020.

At March 31, 2021 and December 31, 2020, the repurchase liability was $24,874,914 and $69,650,000, respectively, which is reflected as Reverse repurchase agreement on the Statement of Assets and Liabilities.

Investment Transactions and Related Investment Income

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Realized gains or losses from the repayment or sale of investments are measured using the specific identification method.

The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees.

The amortized cost basis of investments represents the original cost

adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees.

The Company reports changes from the prior period in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments on the Statements of Operations.

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federal income tax purposes, even though the Company has not yet collected the cash.

Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing cash interest, PIK interest, and dividend income on that loan for financial reporting purposes

until all principal and interest have been brought current through payment or through a restructuring such that the interest and dividend income is deemed to be collectible.

As of September 30, 2020, and December 31, 2019, the Company had not written off any accrued and uncollected PIK interest and dividends.

As of September 30, 2020, the Company had one loan on non-accrual status with total interest of $1,098,295 that would have been accrued into income.

Had the loan not been on non-accrual status, $800,645 would be payable, and $297,650 would constitute original issue discount.

For the three and nine months ended September 30, 2020, approximately 11.0% and 5.7%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

For the three and nine months ended September 30, 2019, approximately 2.4% and 2.0%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest and dividend income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or through a restructuring such that the interest and dividend income is deemed to be collectible.

As of March 31, 2021, and December 31, 2020, the Company has not written off any accrued and uncollected PIK interest and dividends.

As of March 31, 2021, the Company had seven loans to Mojix, Inc.

representing an aggregate principal funded of $11,500,000 at a fair market value of $10,135,424, on non-accrual status, which represents 2.14% of the Company’s net assets.

The non-accrual loans as of March 31, 2021 had total interest of $2,123,527 that would have been accrued into income.

Had the loans not been on non-accrual status, $1,627,407 would be payable, and $496,119 would be original issue discount.

As of December 31, 2020, the Company had six loans to Mojix, Inc.

representing an aggregate principal funded of $11,000,000 at a fair market value of $8,961,080, on non-accrual status, which represented 1.92% of the Company's net assets.

The non-accrual status loans as of December 31, 2020 had total interest of $1,627,725 that would have been accrued into income.

Had the loan not been on non-accrual status, $1,213,861 would be payable, and $413,864 would be original issue discount.

For the three months ended March 31, 2021, approximately 5.8% of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

For the three months ended March 31, 2020, approximately 3.5% of the Company’s total investment income was attributable to non-cash PIK interest and dividend income.

Valuation of Investments

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Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The COVID-19 pandemic and its resultant impact on economic activity and capital market volatility has impacted and may continue to have an impact on the fair market values of our portfolio investments.

As a result, the fair market values of our portfolio investments may be negatively impacted after September 30, 2020 by circumstances and events that are not yet known, including the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto.

Our valuation process carefully considers the impact of COVID-19-related uncertainties in the various inputs utilized in the determination of the fair market value of our portfolio investments.

The COVID-19 pandemic and its resultant impact on economic activity and capital market volatility has impacted and may continue to have an impact on the fair market values of the Company’s portfolio investments.

As a result, the fair market values of the Company’s portfolio investments may be negatively impacted after March 31, 2021 by circumstances and events that are not yet known, including the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto.

The Company’s valuation process carefully considers the impact of COVID-19-related uncertainties in the various inputs utilized in the determination of the fair market value of its portfolio investments.

The audit committee of the Company’s Board of Directors (the “Audit Committee”) assists the Board of Directors in valuing investments that are not publicly traded or for which current market values are not readily available.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers.

With respect to portfolio investments for which market quotations are not readily available, the Company’s Board of Directors, with the assistance of the Audit Committee, RGC and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value of such investments in accordance with the valuation policy approved by the Board of Directors.

approved by the Board of Directors.

If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results.

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● Preliminary valuation conclusions are then documented and discussed with RGC’s senior investment team;

● At least once annually, the valuation for each portfolio investment is reviewed by one or more independent valuation firms.

● At least once annually, the valuation for each portfolio investment, determined to be a Level 3 asset, is reviewed by one or more independent valuation firms.

Certain investments, however, may not be evaluated by the applicable independent valuation firm if the net asset value and other aspects of such investments in the aggregate do not exceed certain thresholds;

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The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions that are similar in nature to the Company’s investments, in order to determine a comparable range of effective market interest rates for its investments.

The range of interest rate spreads utilized is based on borrowers with similar credit

The range of interest rate spreads utilized is based on borrowers with similar credit profiles.

All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.

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Significant increases or decreases in these unobservable inputs could result in a significantly higher or lower fair value measurement.

however, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in these unobservable inputs.

Under certain circumstances, the Company may use an alternative technique to value the debt investments to be acquired by the Company that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

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Warrants may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings.

These events cause the expected remaining life assumption to be shorter than

the contractual term of the warrants.

These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants.

Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.

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These assets are recorded at fair value on a recurring basis.

These valuation methodologies involve a significant degree of judgment.

There is no single standard for determining the fair value of investments that do not have an active public market.

Valuation of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time.

The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed.

In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.

Fair Value of Financial Instruments

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As defined in the 1940 Act, control investments are those where the investor has the ability or power to exercise a controlling influence over the management or policies of a company.

Control is generally deemed to exist when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the voting securities of a company.

Control is generally deemed to exist when a company or individual

possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the voting securities of a company.

Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through the possession outright, or via the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of a company.

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Amounts for investments recognized or derecognized but not yet settled will be reported as receivables for investments sold and payables for investments acquired, respectively, on the Statements of Assets and Liabilities.

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2016, and currently qualifies and intends to continue to qualify for the tax treatment applicable to

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2016, and has qualified and intends to continue to qualify for the tax treatment applicable to RICs.

Generally, a RIC is not subject to U.S.

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federal income taxes in the future.

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) at least 98% of its net ordinary income (not taking into account any capital gains or losses) for each calendar year, (2) at least 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 in that calendar year (unless the Company makes an election to use its taxable year) and (3) any net ordinary income and net capital gain recognized in preceding years on which the Company paid no U.S.

The Company accounts for income taxes in conformity with ASC Topic 740- Income Taxes ("ASC 740").

ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in Consolidated Financial Statements.

ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not"

of being sustained by the applicable tax authority.

Tax positions deemed to meet a "more-likely-than-not"

threshold would be recorded as a tax benefit or expense in the current period.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations.

There were no material uncertain income tax positions at March 31, 2021 or December 31, 2020.

Although we file federal and state tax returns, our major tax jurisdiction is federal.

The previous three tax year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service.

If the Company does not timely distribute (or is not deemed to have distributed) each calendar year the sum of (1) at least 98% of its net ordinary income (not taking into account any capital gains or losses) for each calendar year, (2) at least 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 in that calendar year (unless the Company makes an election to use its taxable year) and (3) any net ordinary income and net capital gain recognized in preceding years on which the Company paid no U.S.

federal income tax (the “Minimum Distribution Amount”), the Company will generally be required to pay a nondeductible U.S.

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The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions.

In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC.

If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate-level U.S.

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Basic and diluted earnings per common share is calculated using the weighted-average number of common shares outstanding for the period presented.

For the three and nine months ended September 30, 2020 and 2019, basic and diluted earnings per share of common stock were the same because there were no potentially dilutive securities outstanding.

For the three months ended March 31, 2021 and 2020, basic and diluted earnings per share of common stock were the same because there were no potentially dilutive securities outstanding.

Per share data is based on the weighted-average shares outstanding.

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The Company generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, subject to the discretion of the Board of Directors.

For the three and nine months ended September 30, 2020, the Company declared dividends in the amount of $9,697,099 and $29,264,163, respectively, of which $1,762,387 and $5,405,487, respectively, was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

For the three and nine months ended September 30, 2019, the Company declared dividends in the amount of $9,722,744 and $31,855,046, respectively, of which $1,987,041 and $6,469,908, respectively, was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

Of the distributions for the three and nine months ended September 30, 2019, $8,911,541 and $31,043,843, respectively, was paid as of September 30, 2019, of which $1,824,961 and $6,307,828, respectively, was cash distributed and the remainder distributed in shares to stockholders pursuant to the Company’s

dividend reinvestment plan.

The remainder of the distributions declared during the three months ended September 30, 2019 was paid on November 12, 2019 in the amount of $162,080 in cash and $649,123 in common stock.

For the three months ended March 31, 2021, the Company declared and paid dividends in the amount of $11,623,199, of which $2,439,979 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

For the three months ended March 31, 2020, the Company declared dividends in the amount of $10,324,486, of which $1,939,063 was distributable in cash and the remainder distributable in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

Of these distributions for the three months ended March 31, 2020, $10,307,027 was paid as of March 31, 2020, of which $1,921,604, was cash distributed and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan.

Organization and Offering Costs

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Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Company’s private placement memorandum and other offering documents, including travel-related expenses related to the Initial Private Offering.

Pursuant to the investment advisory agreement between the Company and RGC, as subsequently amended and restated (the “Amended Advisory Agreement”), the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC.

Pursuant to the investment advisory agreement between the Company and RGC, as subsequently amended and restated (the “Advisory Agreement”), the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC.

As of December 31, 2016, the Company had already incurred the maximum amount of $1,000,000 in organization and offering costs incurred in connection with the Initial Private Offering.

As a result, for the quarter ended September 30, 2020, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering.

As a result, for the three months ended March 31, 2021 and 2020, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering.

Offering costs related to new or follow-on offerings, including the Second Private Offering, were accumulated and charged to additional paid in capital at the time of closing beginning in 2019.

These offering costs related to the Second Private Offering are subject to a cap of $600,000, excluding placement agent fees which have no cap, and of which the Company will bear the cost.

Offering costs incurred by the Company in excess of $600,000 for the Second Private Offering, excluding placement agent fees, will be reimbursed by RGC.

As of September 30, 2020 and December 31, 2019, respectively, the Company had accumulated and recorded $561,426 and $510,027 of deferred offering costs.

As of each of September 30, 2020 and December 31, 2019, $123,009 in placement agent fees had been incurred.

These offering costs related to the Second Private Offering are subject to a cap of $600,000, excluding placement agent fees which have no cap, of which the Company will bear the cost.

As of March 31, 2021 and December 31, 2020, respectively, the Company had accumulated and recorded $613,510 and $608,989 of deferred offering costs.

As of each of March 31, 2021 and December 31, 2020, respectively, $154,738 and $123,009 in placement agent fees had been incurred.

Under the terms of the Second Private Offering, offering costs in excess of $600,000, excluding placement agent fees, will be reimbursed by RGC.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13 Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments to replace the incurred loss model for loans and other financial assets with an expected loss model, which is referred to as the current expected credit loss (CECL) model.

The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to maturity debt securities.

It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, stand-by letters of credit, financial guarantees and other similar instruments) and net investments in certain leases recognized by a lessor.

Effective January 1, 2020, the Company adopted ASU 2016-13 under a modified retrospective approach for all financial assets measured at amortized cost.

There was no adjustment recorded to distributable losses for the cumulative effect of adopting ASU 2016-13 as amortized cost has approximated fair value.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which changes the fair value measurement disclosure requirements of ASC 820.

The key provisions include new, eliminated and modified disclosure requirements.

The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein.

Early application is permitted.

The Company adopted ASU 2018-13 effective January 1, 2020.

The adoption of this accounting standard had no material effect on the Company’s financial statements.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) - Facilitation of the effects of reference rate reform on financial reporting.

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The new guidance is effective as of March 12, 2020 through December 21, 2022.

The Company is currently evaluating its effective date for adoption and the impact the

adoption of this new accounting standard will have on its financial statements, however the impact of the adoption is not expected to be material.

The Company is currently evaluating its effective date for

adoption and the impact the adoption of this new accounting standard will have on its financial statements, however the impact of the adoption is not expected to be material.

Note 3 – Commitments and Contingencies

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

At September 30, 2020, the Company had $26,085,569 in unfunded loan commitments to provide debt financing to its portfolio companies.

The balance of unfunded commitments to extend financing as of September 30, 2020 was as follows:

At March 31, 2021, the Company had $58,085,569 in unfunded loan commitments to provide debt financing to its portfolio companies.

The balance of unfunded commitments to extend financing as of March 31, 2021 was as follows:

Portfolio Company

Investment Type

September 30, 2020

Brilliant Earth, LLC

March 31, 2021

Allurion Technologies, Inc.

Senior Secured Term Loan

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Senior Secured Term Loan

CloudPay Solutions Ltd.

Senior Secured Term Loan

Credit Sesame, Inc.

Revolving Line

Dtex Systems, Inc.

Gynesonics, Inc.

Senior Secured Term Loan

Porch Group, Inc.

Senior Secured Term Loan

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Senior Secured Term Loan

VERO Biotech LLC

Senior Secured Term Loan

Total unused commitments to extend financing

As of the date hereof, the amount of unfunded commitments that the Company’s portfolio companies are eligible to borrow under terms of the applicable loan and security agreements equals $4,163,527.

At December 31, 2020, the Company had $49,085,569 in unfunded loan commitments to provide debt financing to its portfolio companies.

The Company’s management believes that its available cash balances, availability under the Credit Agreement and/or ability to drawdown capital from investors provides sufficient funds to cover its unfunded commitments as of September 30, 2020.

The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of September 30, 2020 and December 31, 2019.

The balance of unfunded commitments to extend financing as of December 31, 2020 was as follows:

Portfolio Company

Investment Type

December 31, 2020

CloudPassage, Inc.

Senior Secured Term Loan

Credit Sesame, Inc.

Revolving Line

Gynesonics, Inc.

Senior Secured Term Loan

ShareThis, Inc.

Senior Secured Term Loan

VERO Biotech LLC

Senior Secured Term Loan

Total unused commitments to extend financing

The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of March 31, 2021 and December 31, 2020.

The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material proceeding threatened against the Company.

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Note 5 – Net Increase in Net Assets Resulting from Operations per Common Share

The following information sets forth the computation of basic income per common share for the three and nine months ended September 30, 2020 and 2019:

The following information sets forth the computation of basic income per common share for the three months ended March 31, 2021 and 2020:

Three Months Ended

Nine Months Ended

September 30,

Net increase in net assets resulting from operations

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The Company has the authority to issue 100,000,000 shares of common stock, $0.01 par value per share.

The shares of common stock issued, the price per share and the proceeds raised, from inception through September 30, 2020, are detailed in the following table:

During the three months ended March 31, 2021, the Company issued 618,815 shares for $9,183,220 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended March 31, 2021:

Distributable

Balance, beginning of period

Issuance of common stock

Reinvestment of dividends

Offering costs

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation

(depreciation) on investments

Dividends declared

Tax reconciliation of stockholders'

equity in accordance with U.S.

Balance, end of period

During the three months ended March 31, 2020, the Company issued 575,132 shares for $8,385,423 in connection with the reinvestment of dividends.

The following table summarizes capital activity during the three months ended March 31, 2020:

Distributable

Balance, beginning of period

Issuance of common stock

Reinvestment of dividends

Offering costs

Net investment income

Net realized gain (loss) on investments

Net change in unrealized appreciation

(depreciation) on investments

Dividends declared

Tax reconciliation of stockholders'

equity in accordance with U.S.

Balance, end of period

The shares of common stock issued, the price per share and the proceeds raised, from inception through March 31, 2021, are detailed in the following table:

Issuance Date

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August 6, 2020 (1)

October 15, 2020

November 12, 2020 (1)

March 19, 2021 (1)

March 24, 2021

Shares were issued as part of the dividend reinvestment plan.

At September 30, 2020 and December 31, 2019, the Company had total commitments of $275,000,000 under the Company’s Initial Private Offering, all of which had been drawn as of September 30, 2020 and December 31, 2019.

Between September 14, 2019 and September 30, 2020, the Company accepted $174,673,500 in capital commitments under its Second Private Offering.

As of September 30, 2020 and December 31, 2019, respectively, $75,283,766 and $75,000,000 of capital commitments under the Second Private Offering had been drawn.

In March 2020, the Company issued 2,103 shares as an additional direct investment of $15.00 per share for total proceeds of $31,542 by Runway Growth Holdings LLC, an affiliate of RGC.

Capital commitments may be drawn down from investors by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the Amended Advisory Agreement, by and between the Company and RGC, and/or maintaining a reserve account for the payment of future expenses or liabilities.

In connection with the Initial Private Offering, the Company issued 18,241,157 shares of its common stock to stockholders for a total purchase price of $275,000,000.

Between June 14, 2019 and March 31, 2021, the Company accepted $174,673,500 in capital commitments under its Second Private Offering.

As of March 31, 2021 and December 31, 2020, respectively, the Company issued 8,352,251 and 8,352,251 shares of its common stock for aggregate proceeds of $125,283,766 and $125,283,766 under the Second Private Offering.

As of March 31, 2021, the Company has issued 22,564 shares as an additional direct investment at $15.00 per share for total proceeds of $338,453 by Runway Growth Holdings LLC, an affiliate of RGC.

Capital commitments may be drawn down from investors by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the Advisory Agreement, by and between the Company and RGC, and/or maintaining a reserve account for the payment of future expenses or liabilities.

Note 7 – Related Party Agreements and Transactions

Amended and Restated Advisory Agreement

On November 29, 2016, the Company’s Board of Directors approved an investment advisory agreement between RGC and the Company, under which RGC, subject to the overall supervision of the Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company.

On August 3, 2017, the Board of Directors approved the Amended Advisory Agreement and recommended that the Company’s stockholders approve the Amended Advisory Agreement.

The Amended Advisory Agreement became effective on September 12, 2017 upon approval by the stockholders at a special meeting of stockholders of the Company and was most recently renewed by the Company’s Board of Directors at a virtual meeting on August 5, 2020.

In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Amended Advisory Agreement at its next in-person meeting.

Under the terms of the Amended Advisory Agreement, RGC:

On August 3, 2017, the Board of Directors approved the Advisory Agreement and recommended that the Company’s stockholders approve the Advisory Agreement.

The Advisory Agreement became effective on September 12, 2017 upon approval by the stockholders at a special meeting of stockholders of the Company and was most recently renewed by the Company’s Board of Directors at a virtual meeting on August 5, 2020.

In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Advisory Agreement at its next in-person meeting.

Under the terms of the Advisory Agreement, RGC:

● determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;

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● provides the Company with other such investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

Pursuant to the Amended Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components – a base management fee and an incentive fee.

Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components – a base management fee and an incentive fee.

The cost of both the base management fee and incentive fee are ultimately borne by the Company’s stockholders.

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The base management fee is payable on the first day of each calendar quarter, is subject to an annual cap based on RGC’s actual operating expenses and is calculated based on the Capital Commitments (as defined below) and assets purchased with borrowed funds or other forms of leverage (collectively, the “Pre-Spin-Off Gross Assets”) during the preceding calendar quarter.

For purposes of the Amended Advisory Agreement, “Capital Commitments” is defined as the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter.

On September 12, 2017, without changing the base management fee percentage, the Advisory Agreement was amended to provide clarification as to the calculation of the base management fee.

Prior to amendment, the base management fee was collected on the first day of each quarter based on an estimate of actual operating expenses, not to exceed 1.75% per annum, for the following quarter with an implied, though not defined “true-up” mechanism effected once all actual costs were known.

The Amended Advisory Agreement defines the process and timing of the true-up and base management fee.

For purposes of the Advisory Agreement, “Capital Commitments” is defined as the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter.

On September 12, 2017, without changing the base management fee percentage, the Prior Agreement was amended to provide clarification as to the calculation of the base management fee.

Prior to amendment, the base management fee was collected on the first day of each quarter based on an estimate of actual operating expenses,

not to exceed 1.75% per annum, for the following quarter with an implied, though not defined “true-up” mechanism effected once all actual costs were known.

The Advisory Agreement defines the process and timing of the true-up and base management fee.

The base management fee is now collected at the maximum annualized rate of 1.75% per annum with a comparison of actual expenses for the immediately preceding calendar year to occur on or before March 31 of the subsequent calendar year, with any excess management fee collected when compared to actual operating expenses credited against the base management fee payable for subsequent quarters.

Until the earlier of (1) the consummation of an initial public offering (“IPO”) of the Public Fund (defined below) in connection with a Spin-Off transaction (defined below) and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Pre-Spin-Off Gross Assets at the end of the most recently completed calendar quarter, provided, however, that the base management fee payable in a

calendar year will not exceed the actual operating expenses incurred by RGC during such calendar year (the “Management Fee Cap”).

No later than March 31 of each calendar year, RGC will provide the Company a reconciliation of the actual operating expenses incurred by RGC for the prior calendar year and the base management fee paid to RGC for such prior calendar year.

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For the avoidance of doubt, actual operating expenses of RGC for a particular year will not include any reduction in base management fees as a result of Excess Fees paid by the Company.

For purposes of the Amended Advisory Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock;

For purposes of the Advisory Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock;

(ii) exchange their shares of the Company’s common stock for shares of common stock in a newly formed entity (the “Public Fund”) that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code, and will use its commercially reasonable best efforts to complete an IPO of shares of its common stock not later than three years after the Company’s final closing of the Initial Private Offering, which occurred on December 1, 2017;

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Following the earlier of (1) the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets (defined below) during the most recently completed calendar quarter for so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is less than $500,000,000.

For purposes of the Amended Advisory Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter.

For purposes of the Advisory Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter.

If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $500,000,000, but less than $1,000,000,000, the base management fee will be an amount equal to 0.40% (1.60% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.

If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $1,000,000,000, the base management fee will be an amount equal to 0.375% (1.50% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.

RGC earned base management fees of $1,721,913 and $5,017,590 for the three and nine months ended September 30, 2020, respectively and $1,238,835 and $3,645,085 for the three and nine months ended September 30, 2019, respectively.

RGC earned base management fees of $2,069,209 and $1,536,948 for the three months ended March 31, 2021 and 2020, respectively.

Incentive Fee

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Under the investment-income component (the “Income Incentive Fee”), the Company pays RGC each quarter an incentive fee with respect to the Company’s Pre-Incentive Fee net investment income.

The Income Incentive Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding fiscal quarter.

The Income Incentive Fee is calculated and payable quarterly

in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding fiscal quarter.

Payments based on Pre-Incentive Fee net investment income will be based on the Pre-Incentive Fee net investment income earned for the quarter.

For this purpose, “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) that the Company accrues during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement with the Administrator (the

“Administration Agreement”), and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee);

provided however, that Pre-Incentive Fee net investment income will be reduced by multiplying the Pre-Incentive Fee net investment income earned for the quarter by a fraction, the numerator of which is the Company’s average daily Gross Assets during the immediately preceding fiscal quarter minus average daily borrowings during the immediately preceding fiscal quarter, and the denominator of which is the Company’s average daily Gross Assets during the immediately preceding fiscal quarter.

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provided, however, that in no event will any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of such quarter.

After the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that (a) the sum of the Company’s cumulative net realized losses for the previous four fiscal quarters or, if fewer than four fiscal quarters have passed since such IPO, that number of fiscal quarters since such IPO (the “Look-Back Period”), exceeds 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period and (b) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), during the Look-Back Period is less than 10.0% no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which (x) the sum of the Company’s

cumulative net realized losses for the Look-Back Period is equal to or less than 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), during the Look-Back Period equals or exceeds 10.0%;

Back Period is less than 10.0% no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which (x) the sum of the Company’s cumulative net realized losses for the Look-Back Period is equal to or less than 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), during the Look-Back Period equals or exceeds 10.0%;

provided, however, that in no event will any Income Incentive Fee be paid for any prior quarter after the three-year anniversary of the end of such quarter.

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If such amount is negative, then no Capital Gains Fee will be payable for such year.

RGC earned incentive fees of $1,650,930 and $4,871,907, respectively, for the three and nine months ended September 30, 2020;

$1,126,379 and $3,659,134, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were earned, payable in cash, and $524,551 and $1,212,773, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were accrued and generated from deferred interest (i.e., PIK interest and certain discount accretion) and are only payable pending receipt of cash by the Company.

RGC earned incentive fees of $1,669,053 and $6,285,048, respectively, for the three and nine months ended September 30, 2019;

$1,120,903 and $5,126,159, respectively, of the incentive fees for the three and nine months ended September 30, 2019 were earned, payable in cash, and $548,150 and $1,158,889, respectively, of the incentive fees for the three and nine months ended September 30, 2019 were accrued and deferred (i.e., PIK interest and certain discount accretion) and are only payable pending receipt of cash by the Company.

RGC earned incentive fees of $975,704 for the three months ended March 31, 2021;

$739,231 of the incentive fees for the three months ended March 31, 2021 were earned, payable in cash, and $236,473 of the incentive fees for the three months ended March 31, 2021 were accrued and generated from deferred interest (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

RGC earned incentive fees for the three months ended March 31, 2020 of $2,315,118;

$1,846,533 of the incentive fees for the three months ended March 31, 2020 were earned, payable in cash, and $468,585 of the incentive fees for the three months ended March 31, 2020 were accrued and deferred (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company.

The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation.

With respect to the incentive fee expense accrual related to the capital gains incentive fee, U.S.

GAAP requires that the capital gains invective fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement.

As of each of September 30, 2020 and December 31, 2019, there was no capital gains incentive fee accrued, earned or payable to RGC under the Amended Advisory Agreement.

As of each of March 31, 2021 and December 31, 2020, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.

Spin-Off Incentive Fee

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The Income Incentive Fee will be calculated as of the date of the completion of each Spin-Off transaction and will equal the amount of Income Incentive Fee that would be payable to RGC if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders and paid as incentive fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the amount of the Income Incentive Fee;

provided, however, that in no event will the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction (x) include the portion of the

Income Incentive Fee attributable to deferred interest features of a particular investment that is not transferred pursuant to a Spin-Off transaction until such time as the deferred interest is received in cash, or (y) exceed 20.0% of the Company’s Pre-Incentive Fee net investment income accrued by the Company for the fiscal quarter as of the date of the completion of the Spin-Off transaction.

provided, however, that in no event will the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction (x) include the portion of the Income Incentive Fee attributable to deferred interest features of a particular investment that is not transferred pursuant to a Spin-Off transaction until such time as the deferred interest is received in cash, or (y) exceed 20.0% of the Company’s Pre-Incentive Fee net investment income accrued by the Company for the fiscal quarter as of the date of the completion of the Spin-Off transaction.

The Company will make the payment of the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction in cash on or immediately following the date of the completion of a Spin-Off transaction.

After a Spin-Off transaction, all calculations relating to the incentive fee payable will be made beginning on the day immediately following the completion of the Spin-Off transaction without taking into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto).

After a Spin-Off transaction, all calculations relating to the incentive fee payable will be made beginning on the day immediately following the completion of the Spin-Off transaction

without taking into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto).

The Capital Gains Fee will be payable in respect of the exchanged shares of the Company’s common stock in connection with a Spin-Off transaction and will be calculated as of the date of the completion of a Spin-Off transaction as if such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee.

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Pursuant to the terms of the Administration Agreement, the amounts payable to the Administrator by the Company in any fiscal year will not exceed the greater of (i) 0.75% of the aggregate capital commitments as of the end of the most recently completed fiscal year and (ii) $1.0 million.

The Company reimbursed the Administrator $127,095 and $433,424 during the three and nine months ended September 30, 2020, respectively.

As of September 30, 2020, the Company had accrued a payable to the Administrator of $124,215.

Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2020, $136,826 and $411,520, respectively, was related to overhead allocation expense.

The Company reimbursed the Administrator $281,849 and $846,296 during the three and nine months ended September 30, 2019, respectively.

As of September 30, 2019, the Company accrued a payable to the Administrator of $111,685.

Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2019, $207,345 and $567,121, respectively, was related to overhead allocation expense.

The Company reimbursed the Administrator $1,168,188 during the year ended December 31, 2019 and the Company had accrued a net payable to the Administrator of $81,537 as of December 31, 2019.

Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $132,715 and $378,395 for the three and nine months ended September 30, 2020, respectively.

Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $97,995 and $382,860 for the three and nine months ended September 30, 2019, respectively.

The Company reimbursed the Administrator $315,540 during the three months ended March 31, 2021.

As of March 31, 2021, the Company had accrued a net payable to the Administrator of $32,858.

Of the total amount reimbursed and accrued during the three months ended March 31, 2021, $285,915 was related to overhead allocation expense.

The Company reimbursed the Administrator $162,123 during the three months ended March 31, 2020.

As of March 31, 2020, the Company accrued a net payable to the Administrator of $117,681.

Of the total amount reimbursed and accrued during the three months ended March 31, 2020, $132,793 was related to overhead allocation expense.

As of December 31, 2020, the Company had accrued a net payable to the Administrator of $143,515.

License Agreement

6 unchanged sentences

On September 14, 2019, in connection with the Second Private Offering, the Company accepted a capital commitment from OCM in the amount of $112.5 million (the “Subsequent OCM Commitment and, together with the Initial OCM Commitment, the “OCM Commitment”).

As of March 31, 2021, OCM owns 18,305,267 shares of our common stock or 57% of our total issued and outstanding shares.

OCM has granted a proxy to the Company pursuant to which the shares held by OCM will be voted in the same proportion as the Company’s other stockholders vote their shares.

3 unchanged sentences

Brian Laibow is OCM’s appointee to RGC’s board of managers and investment committee.

In connection with the Subsequent OCM Commitment, OCM also purchased additional equity in RGC.

Note 8 – Fair Value Measurements

1 unchanged sentence

See Note 2 for discussion of the Company’s valuation policies.

The following tables present information about the Company’s assets and liabilities measured at fair value as of September 30, 2020 and December 31, 2019, respectively:

As of September 30, 2020 (Unaudited)

The following tables present information about the Company’s assets and liabilities measured at fair value as of March 31, 2021 and December 31, 2020, respectively:

As of March 31, 2021

Portfolio Investments

5 unchanged sentences

Total Investments

Treasury Bill Sold Short

As of December 31, 2020

Portfolio Investments

Corporate Bonds

Senior Secured Term Loans

4 unchanged sentences

The Company recognizes transfers into and out of the levels indicated above at the end of each reporting period.

There were no transfers into or out of the levels during the period ended September 30, 2020 and the year ended December 31, 2019.

The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2020:

During the period ended March 31, 2021, the Company had a warrant investment converted to a common stock investment, resulting in an asset transfer out of Level 3 and into Level 2 at the fair value of $9,492,345.

There were no transfers into or out of the levels during the year ended December 31, 2020.

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2021:

Senior Secured

3 unchanged sentences

Sales or repayments of investments (1)

Transfers out of Level 3

Realized gain (loss)

Change in unrealized appreciation (depreciation)

Fair value at September 30, 2020

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2020

(1) Includes PIK interest, reorganization and restructuring of investments.

The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2019:

Change in unrealized (depreciation)

Fair value at March 31, 2021

Change in unrealized (depreciation) on Level 3 investments still held as of March 31, 2021

(1) Includes PIK interest, net of reorganization and restructuring of investments.

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2020:

Senior Secured

3 unchanged sentences

Sales or repayments of investments (1)

Realized gain

Realized gain (loss)

Change in unrealized appreciation (depreciation)

Fair value at September 30, 2019

Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2019

(1) Includes PIK interest, reorganization and restructuring of investments.

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2020:

Fair value at March 31, 2020

Change in unrealized (depreciation) on Level 3 investments still held as of March 31, 2020

(1) Includes PIK interest, net of reorganization and restructuring of investments.

The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021:

Valuation Technique

12 unchanged sentences

21.9%-25.0% (24.0%)

Black Scholes model

Option pricing model

Risk-free interest rate

3 unchanged sentences

Estimated time to exit

0.5 years-9.4 years (1.6 years)

0.8-8.9 (1.4) years

Revenue multiples

1.09x-6.51x (2.30x)

Discount rate

30.0%-46.0% (36.6%)

Revenue multiples

2.72x-42.76x (7.72x)

Total Level 3 Investments

4 unchanged sentences

Preferred Stock

Recent private market

and merger and acquisition transaction prices

Recent private market and merger and acquisition transaction prices

Senior Secured Term Loans (1)

Discounted Cash Flow

Discounted Cash Flow analysis

Discount Rate

5 unchanged sentences

19.5%-23.8% (20.2%)

Black-Scholes model

Option pricing model

Risk-free interest rate

3 unchanged sentences

Estimated time to exit

0.5 years–5.9 years (3.1 years)

0.3-9.2 (1.5) years

Revenue Multiples

0.00x-5.85x (1.92x)

Discount Rate

21.0%-40.0% (27.9%)

Revenue Multiples

0.00x-51.69x (5.62x)

Total Level 3 Investments

4 unchanged sentences

However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in the unobservable inputs.

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the Black Scholes option pricing model (“OPM”), which include industry volatility, risk free interest rate and estimated time to exit.

Significant increases (decreases) in the inputs in

isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment.

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the option pricing model (“OPM”), which include industry volatility, risk free interest rate and estimated time to exit.

The Equity Allocation model and the Black Scholes model were the main OPMs used during the period ended March 31, 2021 and the year ended December 31, 2020.

Probability Weighted Expected Return Models (“PWERM”) and other techniques were used as determined appropriate.

Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment.

11 unchanged sentences

As a result, there is the potential for the entire value of an investment in a warrant to be lost.

The Company’s volume of warrant investment activity is closely correlated to its primary senior secured loans to portfolio companies.

For the three months ended March 31, 2021, the Company had a net realized loss of $216,610 and a net change in unrealized depreciation of $2,262,612 from

its investments in warrants.

For the three months ended March 31, 2020, the Company had net realized gains of $1,179,751 and a net change in unrealized depreciation of $1,630,167 from its investment in warrants.

Realized gains from warrants is included in Realized gain (loss) on non-control/non-affiliate investments, including U.S.

Treasury Bills on the Statement of Operations.

Net change in unrealized depreciation from investments in warrants in the amount of $2,262,612 is included in Net Change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S.

Treasury Bills.

Counterparty risk exists from the potential failure of an issuer of warrants to settle its exercised warrants.

12 unchanged sentences

Interest is payable quarterly in arrears.

The Company also pays unused commitment fees of 0.50% per annum on the unused lender

commitments under the Credit Agreement, as well as a minimum earnings fee of 3.00% that will be payable annually in arrears, starting on May 31, 2021, on the average unused commitments below 60% of the aggregate commitments during the preceding 12-month period.

The Company also pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Agreement, as well as a minimum earnings fee of 3.00% that will be payable annually in arrears, starting on May 31, 2021, on the average unused commitments below 60% of the aggregate commitments during the preceding 12-month period.

The availability period under the Credit Agreement expires on May 31, 2022 and is followed by a two-year amortization period.

The stated maturity date under the Credit Agreement is May 31, 2024.

On November 10, 2020, Company entered into an amendment (the "November Credit Facility Amendment") to the Credit Agreement.

The November Credit Facility Amendment amended the Credit Agreement to, among other things:

(i) increase the size of the aggregate commitments under the Credit Facility to $175 million from $100 million;

(ii) add MUFG Union Bank, N.A.

as a new lender and co-documentation agent under the Credit Agreement;

(iii) revise the interest rate margin to be 3.00% for the remaining term of the Credit Facility regardless of the Credit Facility average utilization or the number of unaffiliated obligors on loans in the collateral;

(iv) permit the Company to obtain a future subscription line of credit of up to $50 million;

(v) revise the LIBOR replacement provisions;

(vi) implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement;

and (vii) revise certain of the borrowing base concentration limits.

On December 2, 2020, the Company entered into an amendment (the “December Credit Facility Amendment”) to the Credit Agreement.

The December Credit Facility Amendment amended the Credit Agreement to:

(i) increase the size of the aggregate commitments under the Credit Facility to $215 million from $175 million;

(ii) increase the accordion amount under the Credit Facility from a $200 million maximum aggregate commitment amount to a $300 million maximum aggregate commitment amount;

and (iii) add

Bank of Hope and First Foundation Bank as new Lenders and Managing Agents under the Credit Agreement.

Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the 1940 Act.

The Credit Agreement is secured by a perfected first priority security interest in substantially all of the Company’s assets and portfolio investments.

12 unchanged sentences

and certain bankruptcy and liquidation events.

For the three and nine months ended September 30, 2020, the weighted average outstanding debt balance was $47,657,609 and $18,596,715 respectively, and the weighted average effective interest rate under the Credit Agreement was 3.30% and 3.60%, respectively.

As of September 30, 2020, the Company had $37,500,000 outstanding under the Credit Agreement with maturity as follows:

On June 22, 2018, the Company entered into a demand loan agreement (the "Uncommitted Facility") and a revolving loan agreement (the "Committed Facility,"

and together with the Uncommitted Facility, the "Credit Facilities") with CIBC Bank USA ("CIBC").

An amendment to the Credit Facilities was entered into on September 24, 2018 between the Company and CIBC.

On May 31, 2019, in conjunction with securing and entering into the Credit Agreement, the Company terminated the Credit Facilities.

Prior to termination on May 31, 2019, the current maximum principal amount of available borrowings under each of the Uncommitted Facility and the Committed Facility was $30 million (for a combined maximum principal amount under the Credit Facilities of $60 million), subject in each case to availability under the borrowing base, which was based on unused capital commitments.

Borrowings under the Credit Facilities bore interest, at the Company's election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, the LIBOR rate for the applicable interest period plus 2.50% or (ii) in the case of prime rate loans, CIBC's prime commercial rate at the time of the borrowing minus 0.50%.

For the three months ended March 31, 2021 and 2020, the weighted average outstanding debt balance was $82,688,889 and $7,538,462, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.5% and 4.91%, respectively.

As of March 31, 2021, the Company had $117,000,000 outstanding under the Credit Agreement with maturity as follows:

Loan Facility

3 unchanged sentences

KeyBank National Association Loan Facility

On June 22, 2018, the Company entered into a demand loan agreement (the “Uncommitted Facility”) and a revolving loan agreement (the “Committed Facility,” and together with the Uncommitted Facility, the “Credit Facilities”) with CIBC.

An amendment to the Credit Facilities was entered into on September 24, 2018 between the Company and CIBC.

On May 31, 2019, in conjunction with securing and entering into the new Credit Agreement, the Company terminated the Credit Facilities.

Note 11 – Financial Highlights

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Per Share Data (1) :

15 unchanged sentences

The total returns are not annualized.

(3) Return from investment operations was 2.43% and 2.57% for the three months ended September 30, 2020 and 2019, respectively.

Return from investment operations was 7.00% and 10.17% for the nine months ended September 30, 2020 and 2019, respectively.

(3) Return from investment operations was 2.43% and 2.54% for the three months ended March 31, 2021 and 2020, respectively.

Return from investment operations represents returns on net investment income (loss) from operations.

(4) Return from accretion was 0.07% and 0.04% for the three months ended September 30, 2020 and 2019, respectively.

Return from accretion was (0.06)% and 0.68% for the nine months ended September 30, 2020 and 2019, respectively.

(5) The annualized ratio of net investment income to average net assets was 10.83% and 11.74% for the three months ended September 30, 2020 and 2019, respectively.

The annualized ratio of net investment income to average net assets was 9.74% and 14.38% for the nine months ended September 30, 2020 and 2019, respectively.

(4) Return from accretion was 0.07% and 0.07% for the three months ended March 31, 2021 and 2020, respectively.

(5) The annualized ratio of net investment income to average net assets was 10.46% and 11.94% for the three months ended March 31, 2021 and 2020, respectively.

Incentive fees are not annualized.

(6) The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.06% and 3.57% for the three months ended September 30, 2020 and 2019, respectively.

The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.08% and 3.60% for the nine months ended September 30, 2020 and 2019, respectively.

(6) The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.39% and 3.00% for the three months ended March 31, 2021 and 2020, respectively.

(7) Incentive fees are not annualized .

Note 12 - Subsequent Events

The Company evaluated events subsequent to September 30, 2020 through November 12, 2020.

On October 1, 2020 the Company declared a dividend of $0.38 per share payable on November 12, 2020 to shareholders of record as of October 1, 2020.

The Company set September 30, 2020 as the valuation date for shares issued in connection with the dividend pursuant to the Company’s dividend reinvestment plan.

On October 2, 2020, the Company delivered a capital drawdown notice to investors relating to the sale of 3,333,333 shares of common stock, for an aggregate offering price of $50,000,000.

The sale closed on October 15, 2020.

On October 2, 2020, the Company funded an investment of $2,000,000 to Pivot3, Inc.

On October 19, 2020, the Company funded an investment of $45,000,000 to FiscalNote, Inc.

On November 10, 2020, Company entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement.

The Credit Facility Amendment amended the Credit Agreement to, among other things:

(i) increase the size of the aggregate commitments under the Credit Facility to $175 million from $100 million;

(ii) add MUFG Union Bank, N.A.

as a new lender and co-documentation agent under the Credit Agreement;

(iv) permit the Company to obtain a future subscription line of credit of up to $50 million;

(v) revise the LIBOR replacement provisions;

(vi) implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement;

and (vii) revise certain of the borrowing base concentration limits.

Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the 1940 Act.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to the COVID-19 pandemic.

The outbreak of the COVID-19 pandemic has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.

The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Such actions are creating disruption in global supply chains and adversely impacting a number of industries.

The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic.

Nevertheless, the COVID-19 pandemic presents material uncertainty and risks with respect to the underlying value of the Company’s portfolio companies, the Company’s business, financial condition, results of operations and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

The volatility and disruption to the global economy from the COVID-19 pandemic has affected, and is expected to continue to affect, the pace of our investment activity, which may have a material adverse impact on our results of operations.

Such volatility and disruption have also led to the increased credit spreads in the private debt capital markets.

Further, the operational and financial performance of the portfolio companies in which we make investments may continue to be significantly impacted by the COVID-19 pandemic, which may in turn continue to impact the valuation of our investments.

As a result, the long term impacts of the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments and the fair value of our portfolio investments may be further negatively impacted after September 30, 2020 by circumstances and events that are not yet known, including the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto.

In addition, write downs in the value of our investments have reduced, and any

additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation).

Accordingly, we may continue to incur additional net unrealized losses or may incur realized losses after September 30, 2020, which could have a material adverse effect on our business, financial condition and results of operations.

Accordingly, the Company cannot predict the ultimate extent to which its financial condition and results of operations will be affected at this time.

The continuing impact on the Company’s results will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control.

The Company evaluated events subsequent to March 31, 2021 through May 6, 2021.

On April 5, 2021, TriplePoint Venture Growth BDC Corp.

redeemed its outstanding corporate bonds from the Company for cash proceeds of $334,900.

On April 7, 2021, the Board approved the second amended and restated investment advisory agreement between RGC and the Company (the “Second A&R Advisory Agreement”).

If the Second A&R Advisory Agreement is approved by the Company’s shareholders at the annual meeting to be held on May 27, 2021, it would become effective on that date.

Further, if approved by the Company’s shareholders, the Second A&R Advisory Agreement would make certain changes to the management and incentive fee calculation mechanisms and clarify language relating to liquidity events.

On April 19, 2021, the Company funded an investment of $800,000 to Pivot3 Holdings, Inc.

On April 23, 2021, the Company funded an investment of $1,000,000 to Aria Systems, Inc.

On April 23, 2021, Longtail Ad Solutions, Inc.

(dba JW Player) prepaid its outstanding principal balance of $30,000,000.

In addition, the Company received cash proceeds of $1,862,708 in conjunction with ETP, prepayment fees, and interest for total proceeds of $31,862,708.

On April 26, 2021, Massdrop, Inc.

prepaid its outstanding principal balance of $20,474,451.

In addition, the Company received cash proceeds of $1,242,684 in conjunction with ETP, prepayment fees, and interest for total proceeds of $21,717,135.

On April 29, 2021, the Company declared a dividend of $0.37 per share payable on May 13, 2021 to shareholders of record as of April 30, 2021.

The Company set March 31, 2021 as the valuation date for shares issued in connection with the dividend pursuant to the Company’s dividend reinvestment plan.

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

What changed 10-Q

Item 1. Financial Statements