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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


____________________________

​
FORM 10-Q



____________________________

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934​
FOR THE QUARTERLY PERIOD ENDED September 30, 2017

2020
o¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934​TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00852



__________________________

GSV
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SuRo Capital Corp.

(Exact name of registrant as specified in its charter)



____________________________

​
Maryland27-4443543
(State of incorporation)(I.R.S. Employer Identification No.)

2925 Woodside Road
Woodside,One Sansome Street, Suite 730, San Francisco, CA9406294104
(Address of principal executive offices)(Zip Code)
(650) 235-4769
(Registrant’s telephone number, including area code)

(650) 235-4769

(Registrant’s telephone number, including area code)

​

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareSSSSNasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatperiods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesdays. YES x Noo NO

¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes. YES o¨ NooNO

¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero
Accelerated filerx
Non-accelerated filero (Do not check if a smaller reporting company)
Smaller reporting companyo
Emerging growth companyo
​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)Yes. YES o¨ No NO x


The issuer had 21,321,88219,914,023 shares of common stock, $0.01 par value per share, outstanding as of November 9, 2017.

6, 2020.


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SURO CAPITAL CORP.


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PAGE

PART I.

FINANCIAL INFORMATION

Item 1.

1
1
2
43
54
65
119
1713

Item 2.

6356
63
Overview64
Investments — (Portfolio Activity)64
Results of Operations66
Liquidity and Capital Resources71
Borrowings
73
Critical Accounting Policies74
Recent Developments74

Item 3.

7569

Item 4.

7669

PART II.

OTHER INFORMATION

Item 1.

7770

Item 1A.

7770

Item 2.

7771

Item 3.

7873

Item 4.

7873

Item 5.

7873

Item 6.

Exhibits

7874
7975


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PART I. I

FINANCIAL INFORMATION


Item 1.     Condensed Consolidated Financial Statements

GSV


SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(UNAUDITED)
  
 September 30, 2017 December 31, 2016
   (Unaudited)
ASSETS
          
Investments at fair value:
          
Non-controlled/non-affiliate investments (cost of $172,562,763 and $204,101,445, respectively) $234,922,519  $200,532,890 
Non-controlled/affiliate investments (cost of $49,198,848 and $51,773,388, respectively)(1)  29,787,226   42,444,690 
Controlled investments (cost of $23,101,258 and $22,893,441,
respectively)(1)		  25,066,337   19,037,566 
Investments in treasury bill (cost of $99,991,125 and $29,998,750, respectively)  99,994,000   29,998,490 
Total Investments (cost of $344,853,994 and $308,767,024, respectively)  389,770,082   292,013,636 
Cash  5,154,436   8,332,634 
Interest and dividends receivable  218,437   92,946 
Prepaid expenses and other assets  297,785   213,942 
Deferred financing costs  425,316   311,268 
Total Assets  395,866,056   300,964,426 
LIABILITIES
          
Due to:
          
GSV Asset Management(1)  323,897   422,025 
Accounts payable and accrued expenses  257,386   335,611 
Accrued incentive fees(1)  9,608,629   2,126,444 
Accrued management fees(1)  —   524,054 
Accrued interest payable  156,104   1,056,563 
Payable for shares repurchased  153,560   — 
Payable for securities purchased  89,491,125   26,498,750 
Deferred tax liability  10,332,666   10,359,371 
Credit facility payable  8,000,000   — 
Convertible Senior Notes Payable 5.25% due September 15, 2018(2)  68,162,724   67,512,798 
Total Liabilities  186,486,091   108,835,616 
Commitments and contingencies (Notes 6 and 9)
          
Net Assets $209,379,965  $192,128,810 
NET ASSETS
          
Common stock, par value $0.01 per share
(100,000,000 authorized; 21,606,894 and 22,181,003 issued and outstanding, respectively)		 $216,069  $221,810 
Paid-in capital in excess of par  218,442,567   221,237,636 
Accumulated net investment loss  (18,761,130)   (1,443,996) 
Accumulated net realized losses on investments  (25,100,964)   (773,882) 
Accumulated net unrealized appreciation/(depreciation) of investments  34,583,423   (27,112,758) 
Net Assets $209,379,965  $192,128,810 
Net Asset Value Per Share $9.69  $8.66 
September 30, 2020December 31, 2019
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of $99,438,709 and $90,567,041, respectively)$186,045,176 $152,866,112 
Non-controlled/affiliate investments (cost of $52,857,243 and $52,857,243, respectively)28,440,826 37,944,268 
Controlled investments (cost of $7,161,412 and $7,161,412, respectively)960,198 775,198 
Total Portfolio Investments215,446,200 191,585,578 
Investments in U.S. Treasury bills (cost of $149,999,917 and $49,996,667, respectively)150,000,000 50,000,000 
Total Investments (cost of $309,457,281 and $200,582,363, respectively)365,446,200 241,585,578 
Cash60,595,499 44,861,263 
Proceeds receivable4,094,909 — 
Escrow proceeds receivable116,679 265,303 
Interest and dividends receivable422,004 84,630 
Deferred financing costs296,198 11,382 
Prepaid expenses and other assets(1)
1,161,669 1,755,933 
Total Assets432,133,158 288,564,089 
LIABILITIES
Accounts payable and accrued expenses(1)
2,754,423 1,143,923 
Payable to executive officers— 1,369,873 
Accrued interest payable— 475,000 
Dividends payable5,074,591 2,107,709 
Payable for securities purchased134,249,917 44,746,660 
Income tax payable35,850 — 
4.75% Convertible Senior Notes due March 28, 2023(2)
37,305,608 38,803,635 
Total Liabilities179,420,389 88,646,800 
Commitments and contingencies (Notes 7 and 10)
Net Assets$252,712,769 $199,917,289 
NET ASSETS
Common stock, par value $0.01 per share (100,000,000 authorized; 20,284,811 and 17,564,244 issued and outstanding, respectively)$202,848 $175,642 
Paid-in capital in excess of par225,047,913 178,550,374 
Unearned deferred compensation(200,000)— 
Accumulated net investment loss(35,939,194)(25,679,362)
Accumulated net realized gain on investments, net of distributions7,612,281 5,867,417 
Accumulated net unrealized appreciation/(depreciation) of investments55,988,921 41,003,218 
Net Assets$252,712,769 $199,917,289 
Net Asset Value Per Share$12.46 $11.38 

(1)This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.
(2)The Convertible Senior Notes have a face value of $69,000,000. Refer to “Note 9 — Debt Capital Activities” for a reconciliation of the carrying value to the face value.



See accompanying notes to condensed consolidated financial statements.

(1)    This balance includes a right of use asset and corresponding operating lease liability, respectively. Refer to "Note 7—Commitments and Contingencies—Operating Leases and Related Deposits" for more detail.

(2)    As of September 30, 2020 and December 31, 2019, the 4.75% Convertible Senior Notes due March 28, 2023 had a face value of $38,220,000 and $40,000,000, respectively. Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.
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GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

    
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
   2017 2016 2017 2016
INVESTMENT INCOME
                    
Non-controlled/non-affiliate investments:
                    
Interest income/(reversal of interest accrual) $(21,447)  $2,503  $(4,640)  $11,906 
Other income  —   —   73,096   — 
Non-controlled/affiliate investments:
                    
Interest income/(reversal of interest accrual)(1)  (48,398)   61,145   143,974   79,858 
Controlled investments:
                    
Interest income(1)  69,757   23,000   196,534   43,417 
Dividend income(1)  175,000   —   475,000   — 
Total Investment Income  174,912   86,648   883,964   135,181 
OPERATING EXPENSES
                    
Management fees(1)  1,397,332   1,625,963   4,210,932   5,324,186 
Incentive fees/(reversal of incentive fee accrual)(1)  3,334,052   220,719   7,482,185   (7,805,089) 
Costs incurred under administration agreement(1)  472,413   627,444   1,453,007   1,926,085 
Directors’ fees  86,250   86,250   242,230   258,750 
Professional fees  353,933   416,353   1,318,931   1,441,856 
Interest expense  1,207,548   1,189,736   3,489,381   3,557,225 
Tax expense  4,889   —   51,379   — 
Other expenses  119,122   141,838   479,419   558,856 
Total Operating Expenses  6,975,539   4,308,303   18,727,464   5,261,869 
Management fee waiver  (174,666)   —   (526,366)   — 
Total operating expenses, net of waiver of management fees  6,800,873   4,308,303   18,201,098   5,261,869 
Net Investment Loss  (6,625,961)   (4,221,655)   (17,317,134)   (5,126,688) 
Realized Gains/(Losses):
                    
Non-controlled/non-affiliate investments  1,033,577   2,658,715   (21,748,173)   (2,311,994) 
Non-controlled/affiliate investments  —   —   (2,578,909)   — 
Net Realized Gains/(Losses)  1,033,577   2,658,715   (24,327,082)   (2,311,994) 
Change in Unrealized Appreciation/(Depreciation):
                    
Non-controlled/non-affiliate investments  20,367,064   938,936   65,931,446   (27,841,477) 
Non-controlled/affiliate investments  (9,822,081)   (584,077)   (10,082,924)   (6,951,895) 
Controlled investments  5,091,700   (1,616,568)   5,820,954   (1,823,224) 
Total Change in Unrealized Appreciation/(Depreciation)  15,636,683   (1,261,709)   61,669,476   (36,616,596) 
Benefit from taxes on unrealized
depreciation of investments		  26,705   551,310   26,705   551,310 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2020201920202019
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income$284,357 $298,515 $500,568 $635,187 
Dividend income— — 50,000 — 
Non-controlled/affiliate investments:​
Interest income/(reversal of interest income accrual)— 81,711 (29,184)201,304 
Dividend income123,750 — 180,000 — 
Controlled investments:​
Interest income— — — 58,937 
Dividend income— — 200,000 200,000 
Total Investment Income408,107 380,226 901,384 1,095,428 
OPERATING EXPENSES​
Management fees(1)
— — — 848,723 
Reversal of incentive fee accrual(1)
— — — (4,660,472)
Costs incurred under Administration Agreement(1)
— — — 306,084 
Compensation expense(2)
1,030,239 3,070,409 4,960,679 3,702,517 
Directors’ fees111,250 99,620 333,750 272,120 
Professional fees714,345 807,143 2,532,183 4,179,093 
Interest expense555,935 591,512 1,697,962 1,795,885 
Income tax expense(1,657)954 46,598 34,666 
Other expenses585,886 512,792 1,590,044 1,504,545 
Total Operating Expenses2,995,998 5,082,430 11,161,216 7,983,161 
Net Investment Loss(2,587,891)(4,702,204)(10,259,832)(6,887,733)
Realized Gains/(Losses) on Investments:​​
Non-controlled/non-affiliated investments2,378,390 1,772,961 9,332,643 23,632,332 
Non-controlled/affiliate investments— — — (12,334,831)
Net Realized Gain on Investments2,378,390 1,772,961 9,332,643 11,297,501 
Change in Unrealized Appreciation/(Depreciation) of Investments:​
Non-controlled/non-affiliated investments17,027,314 (7,998,030)24,304,146 2,279,117 
Non-controlled/affiliate investments(997,872)11,264,416 (9,503,443)19,067,052 
Controlled investments100,000 4,924,309 185,000 (4,896,043)
Net Change in Unrealized Appreciation/(Depreciation) of Investments16,129,442 8,190,695 14,985,703 16,450,126 
Benefit from taxes on unrealized depreciation of investments— — — 885,566 
Net Change in Net Assets Resulting from Operations$15,919,941 $5,261,452 $14,058,514 $21,745,460 
Net Change in Net Assets Resulting from Operations per Common Share:​
Basic$0.89 $0.27 $0.82 $1.11 
Diluted(3)
$0.76 $0.25 $0.75 $1.00 
Weighted-Average Common Shares Outstanding​​​​
Basic17,795,538 19,472,785 17,208,723 19,650,651 
Diluted(3)
21,598,403 23,204,129 21,087,926 23,381,995 



See accompanying notes to condensed consolidated financial statements.

(1)    This balance references a related-party transaction. Refer to “Note 3—Related-Party Arrangements” for more detail.

(2)     For the nine months ended September 30, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020. Refer to "Note 11— Stock-Based Compensation" for more detail.
(3)    For the three and nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, 0 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. Refer to “Note 6—Net Change in Net Assets Resulting from Operations per Common Share—Basic and Diluted”.

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GSV


SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – (Continued)
CHANGES IN NET ASSETS (UNAUDITED)

    
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
   2017 2016 2017 2016
Net Increase/(Decrease) in Net Assets
Resulting from Operations		 $10,071,004  $(2,273,339)  $20,051,965  $(43,503,968) 
Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share
                    
Basic $0.46  $(0.10)  $0.91  $(1.96) 
Diluted(2) $0.40  $(0.10)  $0.84  $(1.96) 
Weighted-Average Common Shares Outstanding
                    
Basic  22,000,571   22,181,003   22,120,198   22,181,003 
Diluted(2)  27,752,386   22,181,003   27,872,013   22,181,003 
Nine Months Ended September 30,
20202019
Net Assets at Beginning of Year$199,917,289 $195,378,159 
Change in Net Assets Resulting from Operations​​
Net investment income/(loss)(3,004,553)619,702 
Net realized gain/(loss) on investments6,978,240 (4,065,693)
Net change in unrealized appreciation/(depreciation) of investments(27,665,934)20,699,751 
Provision for taxes on unrealized appreciation of investments— (94,147)
Net Change in Net Assets Resulting from Operations(23,692,247)17,159,613 
Change in Net Assets Resulting from Capital Transactions​​
Repurchases of common stock(3,709,244)— 
Net Change in Net Assets Resulting from Capital Transactions(3,709,244)— 
Total Change in Net Assets(27,401,491)17,159,613 
Net Assets at March 31$172,515,798 $212,537,772 
Change in Net Assets Resulting from Operations​​
Net investment loss$(4,667,388)$(2,805,231)
Net realized gain/(loss) on investments(23,987)13,590,233 
Net change in unrealized appreciation/(depreciation) of investments26,522,195 (12,440,320)
Benefit from taxes on unrealized depreciation of investments— 979,713 
Net Change in Net Assets Resulting from Operations21,830,820 (675,605)
Change in Net Assets Resulting from Capital Transactions​​
Stock-based compensation1,962,431 — 
Repurchases of common stock(3,616,608)(737,119)
Net Decrease in Net Assets Resulting from Capital Transactions(1,654,177)(737,119)
Total Change in Net Assets20,176,643 (1,412,724)
Net Assets at June 30$192,692,441 $211,125,048 
Change in Net Assets Resulting from Operations​​
Net investment loss$(2,587,891)$(4,702,204)
Net realized gain on investments2,378,390 1,772,961 
Net change in unrealized appreciation/(depreciation) of investments16,129,442 8,190,695 
Net Change in Net Assets Resulting from Operations15,919,941 5,261,452 
Distributions
Dividends declared(7,587,779)— 
Total Distributions(7,587,779)— 
Change in Net Assets Resulting from Capital Transactions​​
Issuance of common stock49,882,319 — 
Conversion of 4.75% Convertible Senior Notes due March 28, 20231,805,847 — 
Stock-based compensation— 1,449,121 
Repurchases of common stock— (3,886,591)
Net Change in Net Assets Resulting from Capital Transactions51,688,166 (2,437,470)
Total Change in Net Assets60,020,328 2,823,982 
Net Assets at September 30$252,712,769 $213,949,030 
Capital Share Activity
Shares outstanding at beginning of year17,564,244 19,762,647 
Issuance of common stock from public offering3,808,979 — 
Issuance of common stock under restricted stock plan21,760 — 
Issuance of common stock from conversion of 4.75% Convertible Notes due 2023174,393 — 
Shares repurchased(1,284,565)(721,128)
Shares Outstanding at End of Period20,284,811 19,041,519 

(1)This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.
(2)For the three and nine months ended September 30, 2016, 5,710,212 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. Refer to “Note 5 — Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share — Basic and Diluted” for further detail.



​
See accompanying notes to condensed consolidated financial statements.


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GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSCASH FLOWS (UNAUDITED)

(UNAUDITED)

  
 Nine Months
Ended
September 30,
2017		 Nine Months
Ended
September 30,
2016
Change in Net Assets Resulting from Operations
          
Net investment loss $(17,317,134)  $(5,126,688) 
Net realized losses on investments  (24,327,082)   (2,311,994) 
Net change in unrealized appreciation/(depreciation) of investments  61,669,476   (36,616,596) 
Benefit from taxes on unrealized depreciation of investments  26,705   551,310 
Net Increase/(Decrease) in Net Assets Resulting from Operations  20,051,965   (43,503,968) 
Change in Net Assets Resulting from Capital Transactions
          
Distributions from realized gains  —   (820,753) 
Distributions from return of capital  —   (66,487) 
Total distributions  —   (887,240) 
Repurchases of common stock  (2,800,810)   — 
Net Decrease in Net Assets Resulting from Capital Transactions  (2,800,810)   (887,240) 
Total Increase/(Decrease) in Net Assets  17,251,155   (44,391,208) 
Net assets at beginning of period  192,128,810   268,010,945 
Net Assets at End of Period $209,379,965  $223,619,737 
Capital Share Activity
          
Shares repurchased  (574,109)   — 
Shares outstanding at beginning of period  22,181,003   22,181,003 
Shares Outstanding at End of Period  21,606,894   22,181,003 
Nine Months Ended September 30,
20202019
Cash Flows from Operating Activities
Net change in net assets resulting from operations$14,058,514 $21,745,460 
Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
Net realized gain on investments(9,332,643)(11,297,501)
Net change in unrealized (appreciation)/depreciation of investments(14,985,703)(16,450,126)
Change in deferred tax liability— (885,566)
Amortization of discount on 4.75% Convertible Senior Notes due 2023281,973 276,084 
Amortization of fixed income security premiums and discounts— (3,729)
Write-off of deferred offering costs— 267,541 
Stock-based compensation(1)
1,962,431 1,449,121 
Paid-in-kind interest— (383,980)
Forfeited interest on 4.75% Convertible Senior Notes due 202325,880 — 
Adjustments to escrow proceeds receivable75,844 26,221 
Purchases of investments in:
Portfolio investments(15,397,511)(25,309,145)
U.S. Treasury bills(300,000,084)(249,933,583)
Proceeds from sales or maturity of investments in:
Portfolio investments15,779,482 52,322,735 
U.S. Treasury bills200,000,000 300,000,000 
Change in operating assets and liabilities:
Prepaid expenses and other assets594,264 (2,124,641)
Interest and dividends receivable(337,374)130,322 
Deferred financing costs— (5,502)
Escrow proceeds receivable148,624 408,437 
Receivable from unsettled trades(4,094,909)— 
Payable for securities purchased89,503,257 (44,737,654)
Accounts payable and accrued expenses1,610,500 1,651,365 
Payable to executive officers(1,369,873)— 
Income tax payable35,850 — 
Accrued incentive fees(2)
— (4,660,472)
Accrued management fees(2)
— (415,056)
Accrued interest payable(475,000)(475,000)
Net Cash Provided by/(Used in) Operating Activities(21,916,478)21,595,331 
Cash Flows from Financing Activities
Proceeds from the issuance of common stock, net49,882,319 — 
Repurchases of common stock(7,325,852)(4,623,710)
Dividends paid(4,620,898)— 
Deferred offering costs(284,816)— 
Cash paid for fractional shares(40)— 
Net Cash Provided by/(Used in) Financing Activities$37,650,714 $(4,623,710)
Total Increase in Cash Balance$15,734,236 $16,971,621 
Cash Balances at Beginning of Year44,861,263 28,184,163 
Cash Balances at End of Period$60,595,499 $45,155,784 
Supplemental Information:
Interest paid$1,870,453 $2,007,872 
Conversion of 4.75% Convertible Senior Notes due 2023$1,780,000 $— 
Taxes paid$10,735 $34,666 



See accompanying notes to condensed consolidated financial statements.


_______________________
(1)    For the nine months ended September 30, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020. Refer to "Note 11— Stock-Based Compensation" for more detail.

(2)    This balance references a related-party transaction. Refer to “Note 3—Related-Party Arrangements” for more detail.

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SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTSSCHEDULE OF CASH FLOWS
INVESTMENTS (UNAUDITED)

  
 Nine Months
Ended
September 30,
2017		 Nine Months
Ended
September 30,
2016
Cash Flows from Operating Activities
          
Net increase/(decrease) in net assets resulting from operations $20,051,965  $(43,503,968) 
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:
          
Net realized losses on investments  24,327,082   2,311,994 
Net change in unrealized (appreciation)/depreciation of investments  (61,669,476)   36,616,596 
Deferred tax liability  (26,705)   (551,310) 
Amortization of discount on Convertible Senior Notes  649,926   645,891 
Amortization of deferred financing costs  27,751   165,999 
Amortization of fixed income security premiums and discounts  (115,162)   (9,808) 
Paid-in-kind-interest  (24,564)   — 
Change in restricted cash  —   (62,500) 
Purchases of investments in:
          
Portfolio investments  (2,080)   (13,019,822) 
United States treasury bills  (260,045,503)   (89,999,458) 
Proceeds from sales or maturity of investments in:
          
Portfolio investments  9,773,257   25,631,067 
United States treasury bills  190,000,000   3,685,000 
United States treasuries strips  —   90,000,000 
Change in operating assets and liabilities:
          
Due from GSV Asset Management(1)  —   143,749 
Due from portfolio companies(1)  —   55,692 
Prepaid expenses and other assets  (83,843)   (87,412) 
Interest and dividends receivable  (125,491)   (125,178) 
Due to GSV Asset Management(1)  (98,128)   (4,151,497) 
Payable for securities purchased  62,992,375   552 
Accounts payable and accrued expenses  (78,225)   258,652 
Accrued incentive fees(1)  7,482,185   (7,805,089) 
Accrued management fees(1)  (524,054)   (141,435) 
Accrued interest payable  (900,459)   (905,625) 
Net Cash Used in Operating Activities  (8,389,149)   (847,910) 
Cash Flows from Financing Activities
          
Borrowings under credit facility  16,000,000   3,500,000 
Repayments under credit facility  (8,000,000)   (3,500,000) 
Repurchases of common stock  (2,647,250)   — 
Deferred credit facility costs  (41,486)   — 
Deferred offering costs  (100,313)   (169,614) 
Dividends distributed  —   (887,240) 
Net Cash Provided by/(Used in) Financing Activities  5,210,951   (1,056,854) 
Total Decrease in Cash Balance  (3,178,198)   (1,904,764) 
Cash Balance at Beginning of Period  8,332,634   13,349,877 
Cash Balance at End of Period $5,154,436  $11,445,113 
Supplemental Information:
          
Interest paid $3,679,244  $3,650,961 
Taxes paid $52,481  $— 
September 30, 2020

(1)This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.



Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
Coursera, Inc.Mountain View, CA
Preferred shares, Series F 8%Online Education7/15/2020166,962 $2,840,017 $2,812,510 1.11 %
Preferred shares, Series B 8%6/9/20132,961,399 14,519,519 49,885,383 19.74 %
Total​17,359,536 52,697,893 20.85 %
Palantir Technologies, Inc.**
Palo Alto, CA
Common shares, Class A(3)(13)
Data Analysis5/7/20125,373,690 15,101,477 46,662,051 18.46 %
Course Hero, Inc.Redwood City, CA
Preferred shares, Series A 8%Online Education9/18/20142,145,509 5,000,001 31,818,831 12.59 %
Nextdoor.com, Inc.San Francisco, CA
Common sharesSocial Networking9/27/2018580,360 10,002,666 10,603,177 4.20 %
SharesPost, Inc.San Francisco, CA
Preferred shares, Series B 6%Online Marketplace Finance7/19/20111,771,653 2,259,716 8,258,137 3.27 %
Common shares7/20/2011770,934 123,987 1,188,410 0.47 %
Total​2,383,703 9,446,547 3.74 %
Palantir Lending Trust SPV I **(10)
Palo Alto, CA
Collateralized Loan 15%, Due 6/19/2022***Data Analysis6/19/2020$6,900,000 6,900,601 6,900,000 2.73 %
Equity Participation in Underlying Collateral6/19/2020— 1,684,657 0.67 %
Total6,900,601 8,584,657 3.40 %
Enjoy Technology, Inc.Menlo Park, CA
Preferred shares, Series B 6%On-Demand Commerce7/29/20151,681,520 4,000,280 4,000,000 1.58 %
Preferred shares, Series A 6%10/16/2014879,198 1,002,440 1,939,143 0.77 %
Total5,002,720 5,939,143 2.35 %
Rent the Runway, Inc.New York, NY
Preferred sharesSubscription Fashion Rental6/17/2020339,191 5,153,945 4,891,051 1.94 %
Neutron Holdings, Inc. (d/b/a/ Lime)San Francisco, CA
Junior Preferred shares, Series 1-D(11)
Micromobility1/25/201941,237,113 10,007,322 3,485,014 1.38 %
Junior Preferred Convertible Note 4% Due 5/11/2027***5/11/2020$506,339 506,339 506,339 0.20 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027(11)
5/11/20202,032,967 — — — %
Total​​10,513,661 3,991,353 1.58 %
Treehouse Real Estate Investment Trust, Inc.Chicago, IL
Common shares***(8)
Cannabis REIT9/11/2019312,500 7,500,000 3,883,296 1.54 %
Aspiration Partners, Inc.Marina Del Rey, CA
Preferred shares, Series AFinancial Services8/11/2015540,270 1,001,815 3,288,548 1.30 %
Preferred shares, Series C-3 (12)
8/12/201924,912 281,190 169,600 0.07 %
Total1,283,005 3,458,148 1.37 %
Clever, Inc.San Francisco, CA
Preferred shares, Series B 8%Education Software12/5/20141,799,047 2,000,601 2,000,001 0.79 %
A Place for Rover Inc. (f/k/a DogVacay, Inc.)Seattle, WA
Common sharesPeer-to-Peer Pet Services11/3/2014707,991 2,506,119 1,277,667 0.51 %
Tynker (f/k/a Neuron Fuel, Inc.)Mountain View, CA
Preferred shares, Series A 8%Computer Software8/8/2012534,162 309,310 791,361 0.31 %
Fullbridge, Inc.Cambridge, MA
Common sharesBusiness Education5/13/2012517,917 6,150,506 — — %
Promissory Note 1.47%, Due 11/9/2021(4)
3/3/2016$2,270,458 2,270,858 — — %
Total8,421,364 — — %
See accompanying notes to condensed consolidated financial statements.


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SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(UNAUDITED)
- continued
September 30, 2017

2020
     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
Palantir Technologies, Inc.
  Palo Alto, CA                     
Preferred shares, Series G  Data Analysis   326,797  $1,008,968  $1,955,290   0.93% 
Common shares, Class A     5,773,690   16,189,935   34,545,111   16.49% 
Total        17,198,903   36,500,401   17.42% 
JAMF Holdings, Inc.(14)
  Minneapolis, MN                     
Preferred shares, Series B  Mobile Device Management   1,468,800   9,999,928   35,177,778   16.79% 
Spotify Technology S.A.**
  Stockholm, Sweden                     
Common shares  On-Demand Music Streaming   9,541   13,599,572   32,283,584   15.41% 
Coursera, Inc.
  Mountain View, CA                     
Preferred shares, Series B  Online Education   2,961,399   14,519,519   18,364,968   8.77% 
Dropbox, Inc.
  San Francisco, CA                     
Preferred shares, Series A-1  Cloud Computing Services   552,486   5,015,773   6,954,844   3.32% 
Common shares     760,000   8,641,153   9,567,086   4.57% 
Total        13,656,926   16,521,930   7.89% 
StormWind, LLC(2)(6)
  Scottsdale, AZ                     
Preferred shares, Series C  Interactive Learning   2,779,134   4,000,787   7,856,020   3.75% 
Preferred shares, Series B       3,279,629   2,019,687   6,000,048   2.86% 
Preferred shares, Series A     366,666   110,000   508,741   0.24% 
Total        6,130,474   14,364,809   6.85% 
General Assembly Space, Inc.
  New York, NY                     
Preferred shares, Series C  Online Education   126,552   2,999,978   5,924,582   2.83% 
Common shares     133,213   2,999,983   5,960,277   2.85% 
Total        5,999,961   11,884,859   5.68% 
Chegg, Inc.**
  Santa Clara, CA                     
Common shares(3)(13)  Online Education Services   782,192   9,273,458   11,607,729   5.54% 
Lytro, Inc.
  Mountain View, CA                     
Preferred shares, Series D  Light Field Imaging Platform   159,160   502,081   500,001   0.24% 
Preferred shares, Series C-1     3,378,379   10,000,002   10,000,002   4.77% 
Total        10,502,083   10,500,003   5.01% 
Course Hero, Inc.
  Redwood City, CA                     
Preferred shares, Series A  Online Education   2,145,509   5,000,001   10,405,629   4.97% 
Ozy Media, Inc.(1)
  Mountain View, CA                     
Convertible Promissory Note 5% Due 2/28/2018***  Digital Media Platform  $2,000,000   2,000,000   2,000,000   0.95% 
Preferred shares, Series B       922,509   4,999,999   4,390,887   2.10% 
Preferred shares, Series A       1,090,909   3,000,200   2,633,784   1.26% 
Preferred shares, Series Seed     500,000   500,000   438,964   0.21% 
Total        10,500,199   9,463,635   4.52% 
Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
Kinetiq Holdings, LLC(14)
Philadelphia, PA
Common shares, Class ASocial Data Platform3/30/2012112,374 — — — %
Total Non-controlled/Non-affiliate$99,438,709 $186,045,176 73.62 %
NON-CONTROLLED/AFFILIATE(1)
Ozy Media, Inc.Mountain View, CA
Preferred shares, Series C-2 6%Digital Media Platform9/11/2019683,482 $2,414,178 $1,990,069 0.79 %
Common Warrants, Strike Price $0.01, Expiration Date 4/9/20284/9/2018295,565 30,647 700,489 0.28 %
Preferred shares, Series B 6%10/3/2014922,509 4,999,999 3,350,952 1.33 %
Preferred shares, Series A 6%12/11/20131,090,909 3,000,200 3,033,832 1.20 %
Preferred shares, Series Seed 6%11/2/2012500,000 500,000 1,243,944 0.49 %
Total10,945,024 10,319,286 4.08 %
StormWind, LLC(5)
Scottsdale, AZ
Preferred shares, Series D 8%Interactive Learning11/26/2019329,337 257,267 446,142 0.18 %
Preferred shares, Series C 8%1/7/20142,779,134 4,000,787 4,856,959 1.92 %
Preferred shares, Series B 8%12/16/20113,279,629 2,019,687 2,681,401 1.06 %
Preferred shares, Series A 8%2/25/2014366,666 110,000 94,513 0.04 %
Total6,387,741 8,079,015 3.20 %
GreenAcreage Real Estate Corp.New York, NY
Common shares***(9)
Cannabis REIT8/12/2019375,000 7,501,530 6,918,750 2.74 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)San Mateo, CA
Derivative Security, Expiration Date 8/23/2024(7)
Global Innovation Platform8/23/20191 8,555,124 2,112,442 0.84 %
Convertible Promissory Note 8% Due 8/23/2024(4)(7)
2/17/2016$1,010,198 1,030,176 505,099 0.20 %
Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/20214/4/2014187,500 — 8,438 — %
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/202110/6/2014500,000 — 72,500 0.03 %
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/20217/8/2016250,000 74,380 32,500 0.01 %
Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/202111/29/2016100,000 29,275 — — %
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/20225/29/2017125,000 70,379 — — %
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/202312/31/2018250,000 5,080 6,125 0.00 %
Total9,764,414 2,737,104 1.08 %
CUX, Inc. (d/b/a CorpU)Philadelphia, PA
Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023(4)
Corporate Education11/26/2014$1,251,158 1,256,191 312,789 0.12 %
Convertible preferred shares, Series D 6%5/31/2013169,033 778,607 73,882 0.03 %
Convertible preferred shares, Series C 8%3/29/2012615,763 2,006,077 — — %
Total4,040,875 386,671 0.15 %
Maven Research, Inc.San Francisco, CA
Preferred shares, Series C 8%Knowledge Networks7/2/2012318,979 2,000,447 — — %
Preferred shares, Series B 5%2/28/201249,505 217,206 — — %
Total2,217,653 — — %
Curious.com, Inc.Menlo Park, CA
Common sharesOnline Education11/22/20131,135,944 12,000,006 — — %
Total Non-controlled/Affiliate$52,857,243 $28,440,826 11.25 %



See accompanying notes to condensed consolidated financial statements.


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GSV


SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
- continued
September 30, 2017

2020
     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)
  Redwood City, CA                     
Convertible Promissory Note 8% Due 7/31/2018***(15)  Global Innovation Platform  $560,199  $563,479  $560,199   0.27% 
Unsecured Promissory Note 12% Due 11/29/2017***(11)      $557,735   533,353   533,353   0.25% 
Preferred shares, Series A-4       3,720,424   4,904,498   5,189,348   2.48% 
Preferred shares, Series A-3       1,561,625   2,005,730   1,815,164   0.87% 
Preferred shares, Series A-2       450,001   605,500   313,836   0.15% 
Preferred shares, Series A-1       1,000,000   1,021,778   523,060   0.25% 
Common shares       200,000   1,000   —   —% 
Preferred Warrants Series A-3 – Strike Price $1.33 – Expiration Date 4/4/2019       187,500   —   13,125   0.01% 
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 10/6/2019       500,000   —   165,000   0.08% 
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 7/18/2021       250,000   74,380   100,000   0.05% 
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 11/29/2021       100,000   29,275   40,000   0.02% 
Preferred Warrant Series B – Strike Price $2.31, Expiration Date 5/29/2022(11)     125,000   70,379   81,250   0.04% 
Total        9,809,372   9,334,335   4.47% 
Lyft, Inc.
  San Francisco, CA                     
Preferred shares, Series E  On-Demand Transportation Services   128,563   2,503,585   3,709,840   1.77% 
Preferred shares, Series D     176,266   1,792,749   5,086,367   2.43% 
Total        4,296,334   8,796,207   4.20% 
SugarCRM, Inc.
  Cupertino, CA                     
Preferred shares, Series E  Customer Relationship Manager   373,134   1,500,522   2,408,120   1.15% 
Common shares     1,524,799   5,476,502   3,711,007   1.77% 
Total        6,977,024   6,119,127   2.92% 
Curious.com, Inc.(1)
  Menlo Park, CA                     
Preferred shares, Series B  Online Education   3,407,834   12,000,006   5,960,187   2.85% 
Enjoy Technology, Inc.
  Menlo Park, CA                     
Preferred shares, Series B  On-Demand Commerce   1,681,520   4,000,280   4,000,000   1.91% 
Preferred shares, Series A     879,198   1,002,440   1,447,844   0.69% 
Total        5,002,720   5,447,844   2.60% 
Dataminr, Inc.
  New York, NY                     
Preferred shares, Series C  Social Media Analytics   301,369   1,100,909   1,205,476   0.58% 
Preferred shares, Series B     904,977   2,063,356   3,619,908   1.73% 
Total        3,164,265   4,825,384   2.31% 
Parchment, Inc.
  Scottsdale, AZ                     
Preferred shares, Series D  E-Transcript Exchange   3,200,512   4,000,982   4,592,322   2.19% 
Avenues Global Holdings, LLC(4)
  New York, NY                     
Preferred shares, Junior Preferred Stock  Globally-Focused Private School   10,014,270   10,151,854   4,514,409   2.16% 
Whittle Schools, LLC(1)(5)
  New York, NY                     
Preferred shares, Series B  Globally-Focused Private School   3,000,000   3,000,000   3,000,000   1.43% 
Common shares     229   1,577,097   1,500,000   0.72% 
Total        4,577,097   4,500,000   2.15% 
Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
CONTROLLED(2)
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)Cupertino, CA
Preferred shares, Class A***(6)
Clean Technology4/15/201414,300,000 $7,151,412 $960,198 0.38 %
Common shares4/15/2014100,000 10,000 — — %
Total7,161,412 960,198 0.38 %
Total Controlled$7,161,412 $960,198 0.38 %
Total Portfolio Investments$159,457,364 $215,446,200 85.25 %
U.S. Treasury
U.S. Treasury bill, 0%, due 10/1/2020***(3)
9/30/2020$150,000,000 149,999,917 150,000,000 59.36 %
TOTAL INVESTMENTS$309,457,281 $365,446,200 144.61 %



See accompanying notes to condensed consolidated financial statements.

*    All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

**    Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of September 30, 2020, 15.12% of its total investments are non-qualifying assets.
***    Investment is income-producing.


(1)“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(2)“Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3)Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. As of September 30, 2020, 1 investment held by SuRo Capital Corp. was considered Level 1 or Level 2. Refer to “Note 4—Investments at Fair Value”.

(4)As of September 30, 2020, the investments noted had been placed on non-accrual status.

(5)SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6)The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp. to a preferred dividend rate. During the nine months ended September 30, 2020, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp. received, an aggregate of $200,000 in dividend distributions. SuRo Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.
7
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GSV


SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
- continued
September 30, 20172020
     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
Knewton, Inc.
  New York, NY                     
Preferred shares, Series E  Online Education   375,985  $4,999,999  $3,688,268   1.76% 
CUX, Inc. (d/b/a CorpU)(1)
  Philadelphia, PA                     
Senior Subordinated Convertible Promissory Note 8%, Due 11/26/2018***(8)  Corporate Education  $1,166,400   1,166,400   1,166,400   0.56% 
Convertible preferred shares, Series D       169,033   778,607   775,861   0.37% 
Convertible preferred shares, Series C       615,763   2,006,077   1,306,396   0.62% 
Preferred Warrants Series D – Strike Price $4.59 – Expiration Date 2/25/2018     16,903   —   2,535   —% 
Total        3,951,084   3,251,192   1.55% 
A Place for Rover Inc. (f/k/a DogVacay, Inc.)(10)
  Seattle, WA                     
Common shares  Peer-to-Peer Pet Services   707,991   2,506,119   3,069,644   1.47% 
Declara, Inc.(1)
  Palo Alto, CA                     
Convertible Promissory Note 9% Due 12/31/2017(12)(16)  Social Cognitive Learning  $2,120,658   2,121,458   2,210,411   1.06% 
Preferred shares, Series A     10,716,390   9,999,999   794,769   0.38% 
Total        12,121,457   3,005,180   1.44% 
DreamBox Learning, Inc.
  Bellevue, WA                     
Preferred shares, Series A-1  Education Technology   7,159,221   1,502,362   1,650,687   0.79% 
Preferred shares, Series A     3,579,610   758,017   825,343   0.39% 
Total        2,260,379   2,476,030   1.18% 
SharesPost, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Online Marketplace Finance   1,771,653   2,259,716   2,326,864   1.11% 
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018     770,934   23,128   69,384   0.03% 
Total        2,282,844   2,396,248   1.14% 
Strategic Data Command, LLC(1)(7)
  Sunnyvale, CA                     
Common shares  Big Data Consulting   2,400,000   989,277   2,057,155   0.98% 
Clever, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Education Software   1,799,047   2,000,601   2,000,001   0.95% 
Aspiration Partners, Inc.
  Marina Del Rey, CA                     
Preferred shares, Series A  Financial Services   540,270   1,001,815   1,759,577   0.84% 
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)(2)
  Woodside, CA                     
Preferred shares, Class A***  Clean Technology   14,300,000   7,151,412   1,367,193   0.65% 
Common shares     100,000   10,000   —   —% 
Total        7,161,412   1,367,193   0.65% 
EdSurge, Inc.(1)
  Burlingame, CA                     
Preferred shares, Series A-1  Education Media Platform   378,788   501,360   500,000   0.24% 
Preferred shares, Series A     494,365   500,801   500,001   0.24% 
Total        1,002,161   1,000,001   0.48% 
Tynker (f/k/a Neuron Fuel, Inc.)
  Mountain View, CA                     
Preferred shares, Series A  Computer Software   534,162   309,310   849,550   0.41% 

(7)On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in NestGSV, Inc. (d/b/a GSV Labs, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. NestGSV, Inc. (d/b/a GSV Labs,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp. can put the shares to NestGSV, Inc. (d/b/a GSV Labs, Inc.) at the end of the five year period.

(8)During the nine months ended September 30, 2020, Treehouse Real Estate Investment Trust Inc. declared, and SuRo Capital Corp. received, an aggregate of $50,000 in dividend distributions. SuRo Capital Corp. does not anticipate that Treehouse Real Estate Investment Trust Inc. will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(9)During the nine months ended September 30, 2020, GreenAcreage Real Estate Corp. declared an aggregate of $180,000 in dividend distributions. SuRo Capital Corp. does not anticipate that GreenAcreage Real Estate Corp. will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(10)On June 19, 2020, SuRo Capital Corp. extended a $6.9 million, non-recourse, collateralized loan to Palantir Lending Trust SPV I. The collateralized loan to Palantir Lending Trust SPV I matures on June 19, 2022 and includes a 15% interest rate. Through the collateralized loan, SuRo Capital Corp. participates in additional upside in a future Palantir Technologies, Inc. liquidity event by receiving a percentage of the share price appreciation as captured in the Equity Participation in Underlying Collateral security. On September 30, 2020 SuRo Capital Corp. approved a request by Palantir Lending Trust SPV I to sell approximately 784,491 shares of Palantir Technologies, Inc. that comprise the underlying collateral and Equity Participation upon the direct listing of Palantir Technologies, Inc. on the same date. The sale resulted in approximately $6.0 million in proceeds expected to be received by SuRo Capital Corp subsequent to quarter-end to be applied to the Equity Participation in Underlying Collateral, the guaranteed interest accrual to date, and the loan principal, in that order.

(11)On May 11, 2020, SuRo Capital Corp. made a follow-on investment in a junior preferred convertible note to Neutron Holdings, Inc. (d/b/a Lime) as part of a recapitalization of Neutron Holdings, Inc. (d/b/a Lime), led by Uber Technologies, Inc. On May 11, 2020, SuRo Capital Corp.'s existing Series D Preferred shares were converted to Series 1-D Junior Preferred shares. As part of the transaction, SuRo Capital Corp. was issued, and received on August 24, 2020, 2,032,967 common warrants with a strike price of $0.01 and an expiration date of May 11, 2027.

(12)On June 6, 2020, the convertible note SuRo Capital Corp. had extended to Aspiration Partners, Inc. converted into Series C-3 Preferred shares at a 15% discount to Aspiration Partners, Inc.'s most recent financing round. SuRo Capital Corp. received 24,912 Series C-3 Preferred shares as a result of the conversion.

(13)On September 30, 2020, Palantir Technologies, Inc. went public via a modified direct listing on the New York Stock Exchange. Under the terms of the modified direct listing, as disclosed in Palantir Technologies, Inc.'s Amendment No. 1 to Form S-1 Registration Statement, 20% of SuRo Capital Corp.'s Class A common shares in Palantir Technoloiges, Inc. held at the time of the direct public listing were considered unrestricted, while the remaining 80% were subject to sales restrictions and are not eligible for sale until the third business day following the filing of Palantir Technologies, Inc.'s fiscal year 2020 Form 10-K filing in 2021. On September 30, 2020, SuRo Capital Corp. sold 400,000 Class A common shares of Palantir Technologies, Inc. Of the Class A common shares held at September 30, 2020, 754,738 are unrestricted and 4,618,952 are restricted.

(14)On July 29, 2020 SuRo Capital Corp. exited its investment in 4C Insights (f/k/a The Echo Systems Corp.). In connection with this exit, SuRo Capital Corp. received 112,374 Class A common shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in escrow.

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CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2019
Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
Coursera, Inc.Mountain View, CA
Preferred shares, Series B 8%Online Education6/9/20132,961,399 $14,519,519 $33,569,902 16.79 %
Palantir Technologies, Inc.Palo Alto, CA
Common shares, Class AData Analysis5/7/20125,773,690 16,189,935 31,582,084 15.80 %
Course Hero, Inc.Redwood City, CA
Preferred shares, Series A 8%Online Education9/18/20142,145,509 5,000,001 25,674,019 12.84 %
Parchment, Inc.Scottsdale, AZ
Preferred shares, Series D 8%E-Transcript Exchange10/1/20123,200,512 4,000,982 10,896,585 5.45 %
Nextdoor.com, Inc.San Francisco, CA
Common sharesSocial Networking9/27/2018580,360 10,006,578 10,867,365 5.43 %
Neutron Holdings, Inc. (d/b/a/ Lime)San Francisco, CA
Preferred shares, Series D 6%Micromobility1/25/201941,237,113 10,006,800 10,000,000 5.00 %
Treehouse Real Estate Investment Trust, Inc.Chicago, IL
Common shares***(11)
Cannabis REIT9/11/2019312,500 7,500,000 7,384,738 3.69 %
Enjoy Technology, Inc.Menlo Park, CA
Preferred shares, Series B 6%On-Demand Commerce7/29/20151,681,520 4,000,280 4,758,702 2.38 %
Preferred shares, Series A 6%10/16/2014879,198 1,002,440 2,488,130 1.24 %
Total5,002,720 7,246,832 3.62 %
SharesPost, Inc.San Francisco, CA
Preferred shares, Series B 6%Online Marketplace Finance7/19/20111,771,653 2,259,716 6,186,877 3.09 %
Common shares7/20/2011770,934 123,987 890,340 0.45 %
Total2,383,703 7,077,217 3.54 %
Aspiration Partners, Inc.Marina Del Rey, CA
Preferred shares, Series AFinancial Services8/11/2015540,270 1,001,815 4,471,678 2.24 %
Convertible Promissory Note 5%, Due 1/31/2021***8/12/2019$280,000 281,190 321,168 0.16 %
Total1,283,005 4,792,846 2.40 %
Clever, Inc.San Francisco, CA
Preferred shares, Series B 8%Education Software12/5/20141,799,047 2,000,601 2,000,001 1.00 %
A Place for Rover Inc. (f/k/a DogVacay, Inc.)Seattle, WA
Common sharesPeer-to-Peer Pet Services11/3/2014707,991 2,506,119 963,533 0.48 %
Tynker (f/k/a Neuron Fuel, Inc.)Mountain View, CA
Preferred shares, Series A 8%Computer Software8/8/2012534,162 309,310 789,491 0.39 %
4C Insights (f/k/a The Echo Systems Corp.)Chicago, IL
Common sharesSocial Data Platform3/30/2012436,2191,436,404 21,499 0.01 %
Fullbridge, Inc.Cambridge, MA
Common sharesBusiness Education5/13/2012517,917 6,150,506 — — %
Promissory Note 1.47%, Due 11/9/2021(4)
3/3/2016$2,270,458 2,270,858 — — %
Total8,421,364 — — %
Total Non-controlled/Non-affiliate$90,567,041 $152,866,112 76.46 %
See accompanying notes to condensed consolidated financial statements.


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CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)- continued
December 31, 2019
Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
NON-CONTROLLED/AFFILIATE(1)
Ozy Media, Inc.Mountain View, CA
Preferred shares, Series C-2 6%(7)
Digital Media Platform9/11/2019683,482 $2,414,178 $2,970,252 1.49 %
Common Warrants, Strike Price $0.01, Expiration Date 4/9/20284/9/2018295,565 30,647 1,182,260 0.59 %
Preferred shares, Series B 6%10/3/2014922,509 4,999,999 5,001,420 2.50 %
Preferred shares, Series A 6%12/11/20131,090,909 3,000,200 4,528,107 2.27 %
Preferred shares, Series Seed 6%11/2/2012500,000 500,000 2,002,143 1.00 %
Total10,945,024 15,684,182 7.85 %
StormWind, LLC(5)
Scottsdale, AZ
Preferred shares, Series D 8%(10)
Interactive Learning11/26/2019329,337 257,267 503,120 0.25 %
Preferred shares, Series C 8%1/7/20142,779,134 4,000,787 5,391,000 2.70 %
Preferred shares, Series B 8%12/16/20113,279,629 2,019,687 3,248,804 1.62 %
Preferred shares, Series A 8%2/25/2014366,666 110,000 157,949 0.08 %
Total6,387,741 9,300,873 4.65 %
GreenAcreage Real Estate Corp.New York, NY
Common sharesCannabis REIT8/12/2019375,000 7,501,530 7,500,000 3.75 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)San Mateo, CA
Derivative Security, Expiration Date 8/23/2024(9)
Global Innovation Platform8/23/20191 8,555,124 3,880,621 1.94 %
Convertible Promissory Note 8% Due 8/23/2024***(9)
2/17/2016$1,010,198 1,030,176 1,010,198 0.51 %
Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/20214/4/2014187,500 —20,625 0.01 %
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/202110/6/2014500,000 —135,000 0.07 %
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/20217/8/2016250,000 74,380 62,500 0.03 %
Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/202111/29/2016100,000 29,275 — — %
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/20225/29/2017125,000 70,379 — — %
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/202312/31/2018250,000 5,080 2,500 0.00 %
Total9,764,414 5,111,444 2.56 %
CUX, Inc. (d/b/a CorpU)Philadelphia, PA
Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023(4)(6)
Corporate Education11/26/2014$1,251,158 1,256,191 312,789 0.15 %
Convertible preferred shares, Series D 6%5/31/2013169,033 778,607 34,980 0.02 %
Convertible preferred shares, Series C 8%3/29/2012615,763 2,006,077 — — %
Preferred Warrants Series D, Strike Price $4.59, Expiration Date 2/14/20205/31/201316,903 — — — %
Total4,040,875 347,769 0.17 %
Maven Research, Inc.San Francisco, CA
Preferred shares, Series C 8%Knowledge Networks7/2/2012318,979 2,000,447 — — %
Preferred shares, Series B 5%2/28/201249,505 217,206 — — %
Total2,217,653 — — %
Curious.com, Inc.Menlo Park, CA
Common sharesOnline Education11/22/20131,135,944 12,000,006 — — %
Total Non-controlled/Affiliate$52,857,243 $37,944,268 18.98 %

(UNAUDITED)
September 30, 2017
     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
4C Insights (f/k/a The Echo Systems Corp.)
  Chicago, IL                     
Common shares  Social Data Platform   436,219  $1,436,404  $591,004   0.28% 
Fullbridge, Inc.
  Cambridge, MA                     
Common shares  Business Education   517,917   6,150,506   —   —% 
Promissory note 1.47%, Due 11/9/2021***(16)    $2,270,458   2,270,858   550,023   0.26% 
Total        8,421,364   550,023   0.26% 
Maven Research, Inc.(1)
  San Francisco, CA                     
Preferred shares, Series C  Knowledge Networks   318,979   2,000,447   500,000   0.24% 
Preferred shares, Series B     49,505   217,206   49,876   0.02% 
Total        2,217,653   549,876   0.26% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
  New York, NY                     
Promissory Note 12%, Due 11/17/2017***(16)  Sports Analytics  $28,008   30,408   —   —% 
Preferred shares, Series A       1,864,495   1,777,576   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022       5,360   576   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021       175,815   —   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021       38,594   —   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020       160,806   —   —   —% 
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017     500,000   31,354   —   —% 
Total        1,839,914   —   —% 
Handle Financial, Inc. (f/k/a PayNearMe, Inc.)(9)
  Sunnyvale, CA                     
Common shares  Cash Payment Network   548,034   14,000,398   —   —% 
Total Portfolio Investments        244,862,869   289,776,082   138.35% 
U.S. Treasury
                         
U.S. Treasury Bill, 0%, due 10/5/2017***(3)    $100,000,000   99,991,125   99,994,000   47.74% 
TOTAL INVESTMENTS       $344,853,994  $389,770,082   186.09% 

*All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). The Company’s and GSV Asset Management LLC’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 2 — Related Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 3 — Investments at Fair Value”). All investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s board of directors.
**Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of GSV Capital Corp.’s total portfolio as of September 30, 2017, 11.26% of its total investments are non-qualifying assets.
***Investment is income-producing.



See accompanying notes to condensed consolidated financial statements.


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CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)- continued
December 31, 2019
Portfolio Investments*Headquarters/
Industry		Date of Initial InvestmentShares/
Principal		CostFair Value% of Net
Assets
CONTROLLED(2)
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)Cupertino, CA
Preferred shares, Class A***(8)
Clean Technology4/15/201414,300,000 $7,151,412 $775,198 0.39 %
Common shares4/15/2014100,000 10,000 — — %
Total7,161,412 775,198 0.39 %
Total Controlled$7,161,412 $775,198 0.39 %
Total Portfolio Investments$150,585,696 $191,585,578 95.83 %
U.S. Treasury
U.S. Treasury bill, 0%, due 1/2/2020***(3)
12/30/2019$50,000,000 49,996,667 50,000,000 25.01 %
TOTAL INVESTMENTS$200,582,363 $241,585,578 120.84 %

(UNAUDITED)
September 30, 2017
(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In and Advances To Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — Investments at Fair Value”.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In and Advances To Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — Investments at Fair Value”.
(3)Denotes an investment considered Level 1 valued using observable inputs.
(4)GSV Capital Corp.’s investment in Avenues Global Holdings, LLC is held through its wholly-owned subsidiary, GSVC AV Holdings, Inc.
(5)GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary, GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary, GSVC SW Holdings, Inc.
(7)GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary, GSVC SVDS Holdings, Inc.
(8)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(9)On March 28, 2017, PayNearMe, Inc. changed its name to Handle Financial, Inc. As part of the company’s restructuring process, Handle Financial, Inc. initiated a 10:1 reverse stock split.
(10)On March 29, 2017, A Place for Rover, Inc. acquired DogVacay, Inc. and, pursuant to a plan of reorganization, the Company received common shares of A Place for Rover Inc. in exchange for the Company’s previously held Series B-1 preferred shares of DogVacay, Inc.
(11)On May 29, 2017, the maturity date of the unsecured promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to November 29, 2017 in exchange for 125,000 Series B warrants. For accounting purposes, the extension of the maturity date was treated as an extinguishment of the existing note and creation of a new note. Refer to “Note 3 — Investments at Fair Value.”
(12)On July 1, 2017, the maturity date of the convertible promissory note to Declara, Inc. was extended to December 31, 2017.
(13)On November 12, 2013, Chegg, Inc. priced its IPO. The lock-up agreement for the Company’s Chegg, Inc. common shares expired on May 11, 2014. As a result, the Company’s Chegg, Inc. common shares are considered unrestricted.
(14)In April 2017, JAMF Holdings, Inc. initiated a 20:1 stock split.
(15)On July 31, 2017, the maturity date of the convertible promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to July 31, 2018.
(16)As of September 30, 2017, the investments noted had been placed on non-accrual status.



See accompanying notes to condensed consolidated financial statements.

*    All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

**    Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of December 31, 2019, 0.00% of its total investments are non-qualifying assets.
***    Investment is income-producing.


(1)“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(2)“Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3)Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. As of December 31, 2019, no investments held by SuRo Capital Corp. were considered Level 1 or Level 2. Refer to “Note 4—Investments at Fair Value”.

(4)As of December 31, 2019, the investments noted had been placed on non-accrual status.

(5)SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6)On October 24, 2019, CUX, Inc. (d/b/a CorpU) completed a recapitalization, which amended SuRo Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note. As a result of the recapitalization, the principal amount of SuRo Capital Corp.'s Senior Subordinated Convertible Promissory Note was reduced by $109,331, the interest rate was reduced to 4%, and the maturity was extended to February 14, 2023.

(7)On September 11, 2019, SuRo Capital Corp. agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc. and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.
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CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2016

     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
Palantir Technologies, Inc.
  Palo Alto, CA                     
Preferred shares, Series G  Data Analysis   326,797  $1,008,968  $2,223,594   1.16% 
Common shares, Class A     5,773,690   16,189,935   39,285,371   20.45% 
Total        17,198,903   41,508,965   21.61% 
Spotify Technology S.A.**
  Stockholm, Sweden                     
Common shares  On-Demand Music Streaming   9,541   13,599,572   18,931,691   9.85% 
Coursera, Inc.
  Mountain View, CA                     
Preferred shares, Series B  Online Education   2,961,399   14,519,519   14,510,855   7.55% 
JAMF Holdings, Inc.
  Minneapolis, MN                     
Preferred shares, Series B  Mobile Device Management   73,440   9,999,928   13,856,754   7.21% 
General Assembly Space, Inc.
  New York, NY                     
Preferred shares, Series C  Online Education   126,552   2,999,978   6,697,132   3.49% 
Common shares     133,213   2,999,983   7,049,632   3.67% 
Total        5,999,961   13,746,764   7.16% 
Dropbox, Inc.
  San Francisco, CA                     
Preferred shares, Series A-1  Cloud Computing Services   552,486   5,015,773   5,552,484   2.89% 
Common shares     760,000   8,641,153   7,638,000   3.98% 
Total        13,656,926   13,190,484   6.87% 
Lytro, Inc.
  Mountain View, CA                     
Preferred shares, Series D  Light Field Imaging Platform   159,160   502,081   500,001   0.26% 
Preferred shares, Series C-1     3,378,379   10,000,002   10,408,150   5.42% 
Total        10,502,083   10,908,151   5.68% 
Ozy Media, Inc.(1)
  Mountain View, CA                     
Convertible Promissory Note 5% Due 2/28/2018***  Digital Media Platform  $2,000,000   2,000,000   2,000,000   1.04% 
Preferred shares, Series B       922,509   4,999,999   4,999,999   2.60% 
Preferred shares, Series A       1,090,909   3,000,200   3,000,000   1.56% 
Preferred shares, Series Seed     500,000   500,000   610,000   0.32% 
Total        10,500,199   10,609,999   5.52% 
Course Hero, Inc.
  Redwood City, CA                     
Preferred shares, Series A  Online Education   2,145,509   5,000,001   10,532,304   5.48% 
Curious.com Inc.(1)
  Menlo Park, CA                     
Preferred shares, Series B  Online Education   3,407,834   12,000,006   9,984,954   5.20% 
StormWind, LLC(2)(6)
  Scottsdale, AZ                     
Preferred shares, Series C  Interactive Learning   2,779,134   4,000,787   4,650,838   2.42% 
Preferred shares, Series B       3,279,629   2,019,687   4,470,403   2.33% 
Preferred shares, Series A     366,666   110,000   499,796   0.26% 
Total        6,130,474   9,621,037   5.01% 
Chegg, Inc.**(18)
  Santa Clara, CA                     
Common shares  Online Education Services   1,182,792   14,022,863   8,729,005   4.54% 
Declara, Inc.(1)
  Palo Alto, CA                     
Convertible Promissory Note 9% Due 6/30/2017***(12)  Social Cognitive Learning  $2,120,658   2,120,658   2,827,020   1.47% 
Preferred shares, Series A     10,716,390   9,999,999   4,786,654   2.49% 
Total        12,120,657   7,613,674   3.96% 



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
- continued

December 31, 2016

2019
     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
Lyft, Inc.
  San Francisco, CA                     
Preferred shares, Series E  On-Demand Transportation Services   128,563  $2,503,585  $3,249,430   1.69% 
Preferred shares, Series D     176,266   1,792,749   4,203,062   2.19% 
Total        4,296,334   7,452,492   3.88% 
Avenues Global Holdings, LLC(4)
  New York, NY                     
Preferred shares, Junior Preferred Stock  Globally-Focused Private School   10,014,270   10,151,854   6,128,733   3.19% 
SugarCRM, Inc.
  Cupertino, CA                     
Preferred shares, Series E  Customer Relationship Manager   373,134   1,500,522   2,354,476   1.23% 
Common shares     1,524,799   5,476,502   3,762,442   1.96% 
Total        6,977,024   6,116,918   3.19% 
Dataminr, Inc.
  New York, NY                     
Preferred shares, Series C  Social Media Analytics   301,369   1,100,909   1,377,256   0.72% 
Preferred shares, Series B     904,977   2,063,356   4,135,745   2.15% 
Total        3,164,265   5,513,001   2.87% 
Enjoy Technology, Inc.
  Menlo Park, CA                     
Preferred shares, Series B  On-Demand Commerce   1,681,520   4,000,280   4,000,000   2.08% 
Preferred shares, Series A     879,198   1,002,440   1,443,091   0.75% 
Total        5,002,720   5,443,091   2.83% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)
  Redwood City, CA                     
Convertible Promissory Note 8% Due 7/31/2017***  Global Innovation Platform  $500,000   457,592   427,900   0.22% 
Unsecured Promissory Note 12% Due 5/29/2017***      $526,000   501,802   496,725   0.26% 
Preferred shares, Series A-4(14)       3,720,424   4,904,498   2,715,910   1.41% 
Preferred shares, Series A-3(14)       1,561,625   2,005,730   952,591   0.50% 
Preferred shares, Series A-2(14)       450,001   605,500   166,500   0.09% 
Preferred shares, Series A-1(14)       1,000,000   1,021,778   270,000   0.14% 
Common shares       200,000   1,000   —   0.00% 
Preferred warrants, Series A-3 – $1.33 Strike Price, Expiration Date 4/4/2019       187,500   —   5,625   —% 
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 10/6/2019       500,000   —   40,000   0.02% 
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 7/18/2021       250,000   74,380   22,500   0.01% 
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 11/29/2021     100,000   29,275   9,000   — 
Total        9,601,555   5,106,751   2.65% 
Whittle Schools, LLC(1)(5)
  New York, NY                     
Preferred shares, Series B  Globally-Focused Private School   3,000,000   3,000,000   3,000,000   1.56% 
Common shares     229   1,577,097   1,500,000   0.78% 
Total        4,577,097   4,500,000   2.34% 
Snap Inc. (f/k/a Snapchat, Inc.)
  Venice, CA                     
Preferred shares, Series F(17)  Social Communication   130,208   2,001,135   2,184,565   1.14% 
Common shares, Class A(17)     130,208   2,001,135   2,184,565   1.14% 
Total        4,002,270   4,369,130   2.28% 


(8)During the year ended December 31, 2019, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp. received, an aggregate of $400,000 in dividend distributions.

See accompanying notes
(9)On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in NestGSV, Inc. (d/b/a GSV Labs, Inc.). As part of the agreement, SuRo Capital Corp’s equity holdings (warrants notwithstanding) were restructured into a derivative security. NestGSV, Inc. (d/b/a GSV Labs,Inc.) has the right to condensed consolidated financial statements.

call the position at any time over a five year period, while SuRo Capital Corp. can put the shares to NestGSV, Inc. (d/b/a GSV Labs, Inc.) at the end of the five year period. As part of the agreement, previously accrued interest under SuRo Capital Corp’s 12% Convertible Promissory Note due 12/31/2019 will be capitalized into the principal of the extended Convertible Promissory Note, and the interest on the Convertible Promissory Note is reduced from 12% to 8%. The Convertible Promissory Note’s maturity was extended to August 23, 2024. Under the amended structure, SuRo Capital Corp.’s fully diluted ownership of voting securities in the company decreased from 50.0% to 8.5%. As such, SuRo Capital Corp.'s investments in NestGSV, Inc. (d/b/a GSV Labs, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.

(10)On November 26, 2019, SuRo Capital Corp. invested $250,000 in StormWind, LLC's Series D financing round. As part of the round, SuRo Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%. As such, SuRo Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.


(11)During year ended December 31, 2019, Treehouse Real Estate Investment Trust Inc. declared, and SuRo Capital Corp. received an aggregate of $100,000 in dividend distributions.

12
TABLE OF CONTENTS

GSV



SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016
     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)(2)
  Woodside, CA                     
Preferred shares, Class A  Clean Technology   14,300,000  $7,151,412  $4,309,778   2.24% 
Common shares     100,000   10,000   —   —% 
Total        7,161,412   4,309,778   2.24% 
Parchment, Inc.
  Scottsdale, AZ                     
Preferred shares, Series D  E-Transcript Exchange   3,200,512   4,000,982   4,000,000   2.08% 
CUX, Inc. (d/b/a CorpU)(1)
  Philadelphia, PA                     
Senior Subordinated Convertible Promissory Note 8%, Due 11/26/2018***(8)  Corporate Education  $1,166,400   1,166,400   1,166,400   0.61% 
Convertible preferred shares, Series D       169,033   778,607   775,861   0.40% 
Convertible preferred shares, Series C       615,763   2,006,077   1,913,484   1.00% 
Preferred warrants, Series D, $4.59 Strike Price, Expiration Date 2/25/2018     16,903   —   4,395   —% 
Total        3,951,084   3,860,140   2.01% 
Knewton, Inc.
  New York, NY                     
Preferred shares, Series E  Online Education   375,985   4,999,999   3,782,409   1.97% 
DogVacay, Inc.
  Santa Monica, CA                     
Preferred shares, Series B-1  Peer-to-Peer Pet Services   514,562   2,506,119   2,500,771   1.30% 
SharesPost, Inc.
  San Bruno, CA                     
Preferred shares, Series B  Online Marketplace Finance   1,771,653   2,259,716   2,249,999   1.17% 
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018     770,934   23,128   69,384   0.04% 
Total        2,282,844   2,319,383   1.21% 
DreamBox Learning, Inc.
  Bellevue, WA                     
Preferred shares, Series A-1  Education Technology   7,159,221   1,502,362   1,503,436   0.78% 
Preferred shares, Series A     3,579,610   758,017   751,718   0.39% 
Total        2,260,379   2,255,154   1.17% 
Maven Research, Inc.(1)
  San Francisco, CA                     
Preferred shares, Series C  Knowledge Networks   318,979   2,000,447   1,999,998   1.04% 
Preferred shares, Series B     49,505   217,206   223,763   0.12% 
Total        2,217,653   2,223,761   1.16% 
Strategic Data Command, LLC(1)(7)
  Sunnyvale, CA                     
Common shares  Big Data Consulting   2,400,000   989,277   2,052,555   1.07% 
Clever, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Education Software   1,799,047   2,000,601   2,000,001   1.04% 
EdSurge, Inc.(1)
  Burlingame, CA                     
Preferred shares, Series A-1  Education Media Platform   378,788   501,360   500,000   0.26% 
Preferred shares, Series A     494,365   500,801   588,294   0.31% 
Total        1,002,161   1,088,294   0.57% 



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
Tynker (f/k/a Neuron Fuel, Inc.)
  Mountain View, CA                     
Preferred shares, Series A  Computer Software   534,162  $309,310  $881,367   0.46% 
Fullbridge, Inc.
  Cambridge, MA                     
Common shares  Business Education   517,917   6,150,506   —   —% 
Junior note 1.49%, Due 11/9/2021     2,270,458   2,270,858   877,359   0.46% 
Total        8,421,364   877,359   0.46% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
  New York, NY                     
Promissory Note 12%, Due 11/17/2017***(15)  Sports Analytics  $25,000   26,840   26,544   0.01% 
Preferred shares, Series A       1,864,495   1,777,576   484,769   0.26% 
Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022       5,360   576   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021       175,815   —   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021       38,594   —   —   —% 
Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020       160,806   —   —   —% 
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017     500,000   31,354   —   —% 
Total        1,836,346   511,313   0.27% 
4C Insights (f/k/a The Echo Systems Corp.)
  Chicago, IL           ��         
Common shares  Social Data Platform   436,219   1,436,404   505,744   0.26% 
Aspiration Partners, Inc.
  Marina Del Rey, CA                     
Preferred shares, Series A(11)  Financial Services   540,270   1,001,815   307,954   0.16% 
Handle Financial, Inc. (f/k/a PayNearMe, Inc.)
  Sunnyvale, CA                     
Common shares(13)  Cash Payment Network   5,480,348   14,000,398   164,410   0.09% 
Global Education Learning (Holdings) Ltd.(1)**
  Hong Kong                     
Preferred shares, Series A  Education Technology   2,126,475   675,495   —   —% 
AlwaysOn, Inc.(1)
  Woodside, CA                     
Preferred shares, Series A-1  Social Media   4,465,925   876,023   —   —% 
Preferred shares, Series A       1,066,626   1,027,391   —   —% 
Preferred warrants Series A, $1.00 Strike Price, Expiration Date 1/9/2017     109,375   —   —   —% 
Total        1,903,414   —   —% 
Orchestra One, Inc. (f/k/a
Learnist Inc.)
  San Francisco, CA                     
Common shares  Consumer Health Technology   57,026   4,959,614   —   —% 
Cricket Media (f/k/a ePals Inc.)(10)
  Herndon, VA                     
Common shares  Online Education   133,333   2,448,959   —   —% 



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

     
Portfolio Investments* Headquarters/Industry Shares/
Principal		 Cost Fair Value % of
Net Assets
Earlyshares.com, Inc.
  Miami, FL                     
Convertible Promissory Note 5%, Due 2/26/2017 ***(9)(3)  Equity Crowdfunding  $50,000  $50,840  $—   —% 
Preferred shares, Series A     165,715   261,598   —   —% 
Total        312,438   —   —% 
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)
  Milpitas, CA                     
Convertible Promissory Note 9%, Due 5/10/2017***(3)(16)  Solar Power  $250,000   254,444   —   —% 
Preferred shares, Series D       1,613,413   2,419,751   —   —% 
Preferred shares, Series C     5,300,158   11,598,648   —   —% 
Total        14,272,843   —   —% 
AliphCom, Inc. (d/b/a Jawbone)
  San Francisco, CA                     
Common shares  Smart Device Company   150,000   793,152   —   —% 
Total Portfolio Investments        278,768,274   262,015,146   136.38% 
U.S. Treasury
                         
U.S. Treasury Bill, 0%,
due 1/5/2017***(18)		    $30,000,000   29,998,750   29,998,490   15.62% 
TOTAL INVESTMENTS       $308,767,024  $292,013,636   152.00% 

*All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). The Company’s and GSV Asset Management LLC’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 2 — Related Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 3 — Investments at Fair Value”).
**Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of GSV Capital Corp.’s total portfolio as of December 31, 2016, 9.47% of its total investments are non-qualifying assets.
***Investment is income-producing.
(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — Investments at Fair Value”.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — Investments at Fair Value”.
(3)As of December 31, 2016, the investments noted had been placed on non-accrual status.
(4)GSV Capital Corp.’s investment in Avenues Global Holdings, LLC is held through its wholly-owned subsidiary GSVC AV Holdings, Inc.



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

(5)GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.
(7)GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.
(8)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(9)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on February 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Earlyshares.com, Inc., or (b) the maturity of the note (February 26, 2017).
(10)On June 6, 2016, Cricket Media (f/k/a ePals Inc.) declared a 10:1 reverse split of its common shares.
(11)On July 29, 2016, Aspiration Partners, Inc. declared a 30:1 split of its preferred shares.
(12)On December 30, 2016, Declara, Inc. extended the maturity date of the note held for one year until June 30, 2017.
(13)On December 21, 2016, Handle Financial, Inc. (f/k/a PayNearMe, Inc.) converted its Series E Preferred shares into Common Class A shares on a 1:1 basis.
(14)On December 15, 2016, NestGSV, Inc. (d/b/a GSV Labs, Inc.) converted its Series A, B, C, and D Preferred shares into Series A-1, A-2, A-3, and A-4 preferred shares, respectively, on a 1:1 basis.
(15)On December 31, 2016, Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) extended the maturity date of the note held for one year until November 17, 2017.
(16)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2016. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Beamreach Solar, Inc. (f/k/a Solexel, Inc.), or (b) the maturity of the note (May 10, 2017).
(17)On October 26, 2016, the Snap Inc. board of directors approved a distribution of shares of Class A common stock as a dividend to the holders of all preferred stock and common stock outstanding on October 31, 2016. One share of Class A common stock was distributed for each share of preferred stock and common stock outstanding.
(18)Denotes an investment considered Level 1 and valued using observable inputs.



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

September 30, 20172020

(Unaudited)

NOTE 1 — 1—NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations


SuRo Capital Corp. ("we", "us", "our", “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp. and as GSV Capital Corp. (the “Company” or “GSV Capital”),and formed in September 2010 as a Maryland corporation, is an externally managed,internally-managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s, and has elected to be treated, and intends to qualify annually, as a regulated investment activities arecompany (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On and effective March 12, 2019, our Board of Directors approved internalizing our operating structure ("Internalization") and we began operating as an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Prior to March 12, 2019, we were externally managed by our former investment adviser, GSV Asset Management, LLC (“GSV Asset Management”), pursuant to an investment advisory agreement (the “Investment Advisory Agreement”), and our former administrator, GSV Capital Service Company, LLC (“GSV Capital Service Company”) provides, provided the administrative services necessary for the Companyour operations pursuant to operate.

an administration agreement (the “Administration Agreement”). Refer to "Note 3 — Related-Party Arrangements" for further detail.


The Company’s date of inception was January 6, 2011, which is the date it commenced its development stage activities. The Company’s common stock is currently listed on the Nasdaq Capital Market under the symbol “GSVC”“SSSS” (formerly "GSVC"). The Company began its investment operations during the second quarter of 2011.


The table below displays all the Company’s subsidiaries as of September 30, 2017,2020, which, other than GSV Capital Lending, LLC (“GCL”), are collectively referred to as the “GSVC Holdings.“Taxable Subsidiaries.” The GSVC HoldingsTaxable Subsidiaries were formed to hold portfolio investments. The GSVC Holdings,Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S. federal income tax purposes. GCL was formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes. Refer to “Summary of “Note 2—Significant Accounting Policies — Policies—Basis of Consolidation”Consolidation” below for further detail.

SubsidiaryJurisdiction of
Incorporation		Formation
Date		Percentage
Owned
GCLDelawareApril 13, 2012100% 100%
Subsidiaries below are referred to collectively, as the “GSVC Holdings”
“Taxable Subsidiaries”
GSVC AE Holdings, Inc. (“GAE”)DelawareNovember 28, 2012100% 100%
GSVC AV Holdings, Inc. (“GAV”)DelawareNovember 28, 2012100% 100%
GSVC NG Holdings, Inc. (“GNG”)(1)
DelawareNovember 28, 2012100% 100%
GSVC SW Holdings, Inc. (“GSW”)DelawareNovember 28, 2012100% 100%
GSVC WS Holdings, Inc. (“GWS”)(1)
DelawareNovember 28, 2012100% 100%
GSVC SVDS Holdings, Inc. (“SVDS”)DelawareAugust 13, 2013100% 100%

(1)    This Taxable Subsidiary was dissolved on April 16, 2020.

The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securities of what it believes to be rapidly growing venture-capital-backed emerging companies. The Company may acquire its investments in these portfolio companies through: offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders. The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.

Summary of Significant Accounting Policies


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NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation


The interim unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”)Accounting Standards Codification (“ASC”) Topic 946,, Financial Services — Services—Investment


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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Companies. In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of condensed consolidated 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, 2017.2020. The interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited condensed consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2016.

2019.


Basis of Consolidation


Under Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a 100% interest. Accordingly, the Company’s condensed consolidated financial statements include its accounts and the accounts of the GSVC HoldingsTaxable Subsidiaries and GCL, its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.


Use of Estimates


The preparation of condensed consolidated financial statements in accordance with GAAP requires the Company’s management to make a number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.


Uncertainties and Risk Factors


The Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements” and “Item 1A. Risk"Risk Factors” in Part I, Item 1A of this quarterly report on Form 10-Q and “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2016 for a detailed discussion of the risks and uncertainties inherent in the nature of the Company’s operations. Refer to “Note 3 — 4—Investments at Fair Value.”Value” for an overview of the Company’s industry and geographic concentrations.


Investments at Fair Value


The Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies. The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.


Fair value is defined as 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. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

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Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date.


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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Level 2—Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.


Level 3—Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject to a high degree of judgment and uncertainty in determining fair value.


When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities categorized within the Level 3 table set forth in “Note 3 — 4—Investments at Fair Value” may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).


A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the quartermeasurement period in which the reclassifications occur. Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy.


Securities for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security as of the valuation date, unless there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined to be adequate, the Company uses the quote obtained.


Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of GSV Asset Management,management, our boardBoard of directorsDirectors or the valuation committee of the Company’s boardBoard of directorsDirectors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued as follows:

1.The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of GSV Asset Management responsible for the portfolio investment;
2.Preliminary valuation conclusions are then documented and discussed with GSV Asset Management senior management;
3.An independent third-party valuation firm is engaged by the Valuation Committee to conduct independent appraisals and review GSV Asset Management’s preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations;

1.    The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment;


2.    Preliminary valuation conclusions are then documented and discussed with senior management;

3.    An independent third-party valuation firm is engaged by the Valuation Committee to conduct independent appraisals and review management’s preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations;

​4.    The Valuation Committee discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio based on the input of management and the independent third-party valuation firm; and

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5.    The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

4.The Valuation Committee discusses the valuations and recommends to the Company’s board of directors a fair value for each investment in the portfolio based on the input of GSV Asset Management and the independent third-party valuation firm; and
5.The Company’s board of directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice. Valuation methods utilized include, but are not limited to the following: comparisons to prices from secondary market transactions; venture capital financings; public offerings; purchase or sales transactions; as well as analysis of financial ratios and valuation metrics of the portfolio companies that issued such private equity securities to peer companies that are public, analysis of the portfolio companies’ most recent financial statements and forecasts, and the markets in which the portfolio company does business, and other relevant factors. The Company assigns a weighting based upon the relevance of each method to determine the fair value of each investment.


For investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages at least onean independent valuation firm to provide an independent valuation, which the Company’s boardBoard of directorsDirectors considers, among other factors, in making its fair value determinations for these investments. For the current quarter and prior fiscal year, the Valuation Committee engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily available market quotations.


Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.


In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, 2017 and December 31, 2016.

statements.


Equity Investments


Equity investments for which market quotations are readily available in an active market are generally valued at the most recently available closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”), to the most recently available closing market prices depending upon the nature of the sales restriction. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon the market value of publicly traded put options with similar terms.


The fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not readily available, the Company may analyze the relevant portfolio company’s most recently available historical and projected financial results, public market comparables, and other factors. The Company may also consider other events, including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio company,


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and mergers or acquisitions affecting the portfolio company. In addition, the Company may consider the trends of the portfolio company’s basic financial metrics from the time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.


In determining the value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio company, the Company considers the rights, preferences and limitations of such securities. In cases where a portfolio company’s capital structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences, the Company may use an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio company is unlikely to continue as a going concern. When equity-linked securities expire worthless, any cost associated with these positions is
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recognized as a realized loss on investments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the Condensed Consolidated Statements of Cash Flows.


Debt Investments


Given the nature of the Company’s current debt investments (excluding U.S. Treasuries), principally convertible and promissory notes issued by venture-capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company’s debt investments are valued at estimated fair value as determined by the Company’s boardBoard of directors.

Warrants

Directors.


Options

The Company’s boardBoard of directorsDirectors will ascribe value to warrantsoptions based on fair value analyses that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. These investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company’s warrantsoptions are valued at estimated fair value as determined by the Company’s boardBoard of directors.

Directors.


Portfolio Company Investment Classification

The Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is the 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 directly or indirectly owns beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Condensed Consolidated Schedules of Investments as of September 30, 2020 and December 31, 2019, for details regarding the nature and composition of the Company’s investment portfolio.

Levelling Policy


The portfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment at the closing price on a public exchange as of the measurement date. In situations where there are lock-up restrictions, as well as legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.


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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Valuation of Other Financial Instruments

The carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature.

Securities Transactions


Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company (i.e., trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively.

PortfolioCompany Investment Classification

GSV Capital is a non-diversified company within the meaning of the 1940 Act. GSV Capital classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is the 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 directly or indirectly owns beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Condensed Consolidated Schedules of Investments as of


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Valuation of Other Financial Instruments

The carrying amounts of the Company’s investment portfolio.

other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature.


Cash


The Company places its cash with U.S. Bank, N.A., Bridge Bank (a subsidiary of Western Alliance Bank), and Silicon Valley Bank, and at times, cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company believes that U.S. Bank, N.A., Western Alliance Bank, and Silicon Valley Bank are high-quality financial institutions and that the risk of loss associated with any uninsured balance is remote.


Escrow Proceeds Receivable

A portion of the proceeds from the sale of portfolio investments and sold are held in escrow as a recourse for indemnity claims that may arise under the sale agreement. Amounts held in escrow are held at estimated realizable value and included in net realized gains (losses) on investments in the Condensed Consolidated Statements of Operations for the period in which they occurred and are adjusted as needed. Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Condensed Consolidated Statement of Assets and Liabilities as escrow proceeds receivable. As of September 30, 2020 and December 31, 2019, the Company had $116,679 and $265,303, respectively, in escrow proceeds receivable.

Deferred Financing Costs


The Company records origination costs related to lines of credit as deferred financing costs. These costs are deferred and amortized as part of interest expense using the straight-line method over the respective life of the line of credit. For modifications to a line of credit, any unamortized origination costs are expensed. Included within deferred financing costs are offering costs incurred relating to the Company’s shelf registration statement on Form N-2. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or until the shelf registration statement has expired.expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the offering. For debt capital raised, the associated offering costs are amortized over the life of the debt instrument using the effective interest method.instrument. As of September 30, 2017,2020 and December 31, 2016,2019, the Company had deferred financing costs of $425,316$296,198 and $311,268,$11,382, respectively, on the Condensed Consolidated StatementsStatement of Assets and Liabilities.


September 30, 2020December 31, 2019
Deferred credit facility costs$11,382 $11,382 
Deferred offering costs284,816 — 
Deferred Financing Costs$296,198 $11,382 

Operating Leases & Related Deposits


The Company accounts for its operating leases as prescribed by ASC 842, Leases, which requires lessees to recognize a right of use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost. On June 3, 2019, the Company entered a 5-year operating lease for primary office space for which the Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies—Operating Leases and Related Deposits” for further detail.

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Stock-based Compensation

(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation, stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of our stock price. Differences between actual results and these estimates could have a material effect on our financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based Compensation” for further detail.

Revenue Recognition


The Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on the ex-dividend date.


Investment Transaction Costs and Escrow Deposits


Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits. AtAs of September 30, 20172020 and December 31, 2016,2019, the Company had no material escrow deposits.


Unrealized Appreciation or Depreciation of Investments


Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.


U.S. Federal and State Income Taxes


The Company elected to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of investment company taxable income (“ICTI”) including payment-in-kind interest income, as defined by the Code, and net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year and meet certain source of income and asset diversification requirements on a quarterly basis.(the "Annual Distribution Requirement"). Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.


If the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”“Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Minimum Distribution AmountExcise Tax Avoidance Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.


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(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in the condensed consolidated financial statements of the Company. Included in the Company’s condensed consolidated financial statements, the GSVC HoldingsTaxable Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s condensed consolidated financial statements.


If it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C corporation”) under subchapterSubchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. 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 for tax treatment as a RIC. If the Company fails to requalify for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its assets (i.e.(i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years. The Company was taxed as a C corporationCorporation for its 2012 and 2013 taxable years. Refer to “Note 8 — 9—Income Taxes” for further details regardingdetails.

The Company elected to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return. As a result, the Company was required to pay a corporate-level U.S. federal income tax on the amount of the net built-in gains in its assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) either (1) as of the date it converted to a RIC (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014), or (2) to the extent that the Company recognized such net built-in gains during the five-year recognition period beginning on the date of conversion. As of January 1, 2014, the Company had net unrealized built-in gains, but did not incur a built-in-gains tax status.

for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses. The five-year recognition period ended on December 31, 2018.


Per Share Information

Basic net increase/(decrease)


Net change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted net increase/(decrease)change in net assets resulting from operations per common share is computed by dividing net increase/​(decrease) in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period. The Company used the if-converted method in accordance withFASB ASC 260, Earnings Per Share(“ (“ASC 260”) to determine the number of potentially dilutive shares outstanding. Refer to “Note 5 — 6—Net Increase/(Decrease)Increase in Net Assets Resulting from Operations per Common Share — Share—Basic and Diluted” for further detail.


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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

2020

Recently Issued or Adopted Accounting Standards


In January 2016,August 2018, the FASB issued Accounting Standards Update (“ASU”) 2016-01,Financial Instruments — Overall (Subtopic 825-10): Recognition andASU 2018-13, Fair Value Measurement of Financial Assets and Financial Liabilities,(Topic 820), which among other things, requires (i) that all equity investments, other than equity-method investments, in unconsolidated entities generally be measured atis intended to improve fair value through earnings, and (ii) an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, ASU 2016-01 changes thedefined benefit disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures' specific requirements, and adding relevant disclosure requirements. The amendments took effect for financial instruments. ASU 2016-01 is effectiveall organizations for annual reporting periods,fiscal years, and the interim periods within those periods,fiscal years, beginning after December 15, 2017. Early2019. The Company adopted the eliminated and modified disclosure requirements during the three and nine months ended September 30, 2020. No significant changes to the fair value disclosures were necessary in the notes to the condensed consolidated financial statements in order to comply with ASU 2018-13.

In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification,amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements, or changes in the information environment. In part, this final rule requires an investment company to present distributable earnings in total on the consolidated balance sheet, rather than showing the three components of distributable earnings as previously required. The Company decided not to adopt this change as the current, more detailed and expanded disclosure presentation was deemed to be most helpful, useful, and transparent for users of our condensed consolidated financial statements. The impact of the adoption is permittedof this amendment on the Company's consolidated financial statements would not be material. Additionally, the final rule requires disclosure of changes in net assets within a registrant's Form 10-Q filing on a quarter-to-date and year-to-date basis for certain provisions. We doboth the current year and prior year comparative periods. The Company adopted the new requirement to present changes in net assets in interim financial statements within Form 10-Q filings during the year ended December 31, 2019. The adoption of this rule did not believe that ASU 2016-01 will have a material impact on ourthe consolidated financial statements.

In March 2020, the SEC adopted a final rule under SEC Release No. 34-88365 ("SEC Rule 12b-2 Update"), amending the accelerated filer and large accelerated filer definitions in Exchange Act Rule 12b-2. The amendments include a provision under which a BDC will be excluded from the “accelerated filer” and “large accelerated filer” definitions if the BDC has (1) a public float of $75.0 million or more, but less than $700.0 million, and (2) has annual investment income of less than $100.0 million. In addition, BDCs are subject to the same transition provisions for accelerated filer and large accelerated filer status as other issuers, but instead substituting investment income for revenue. The amendments will reduce the number of issuers required to comply with the auditor attestation on the internal control over financial reporting requirement provided under Section 404(b) of the Sarbanes-Oxley Act of 2002. SEC Rule 12b-2 Update applies to annual report filings due on or after April 27, 2020. The Company is currently assessing SEC Rule 12b-2 Update and believes it will no longer be an accelerated filer, but may continue filing under the accelerated filer timeline.

In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amend the definition of “significant subsidiary” in a manner that is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Final Rules will be effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The Company has elected to comply in advance of the effective date for the quarter ended September 30, 2020. The adoption of this rule will have a moderate impact on the consolidated condensed financial statements in that far fewer subsidiaries will require disclosure under the Final Rules as compared to the previous rules.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements and disclosures.

upon adoption.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
NOTE 2 — 3—RELATED-PARTY ARRANGEMENTS


Internalization of Company’s Operating Structure

On and effective March 12, 2019 (the "Effective Date"), our Board of Directors approved internalizing our operating structure and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, pursuant to the Investment Advisory Agreement,

and our former administrator, GSV Capital Service Company, provided the administrative services necessary for our operations pursuant to the Administration Agreement.


The accounting implications and related controls associated with the Internalization were analyzed and updated for fiscal year 2019.

Termination of Investment Advisory Agreement

On and effective March 12, 2019, the Investment Advisory Agreement was terminated by mutual agreement of GSV Asset Management and us in connection with our Internalization.

Prior to our Internalization, GSV Asset Management served as our external investment adviser pursuant to the Investment Advisory Agreement. Pursuant to the terms of the Investment Advisory Agreement, we paid GSV Asset Management a fee for its services consisting of two components - a base management fee and an incentive fee. The base management fee was calculated at an annual rate of 2.00% of our gross assets (our total assets as reflected on our balance sheet with no deduction for liabilities). The incentive fee was determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equaled the lesser of (i) 20% of our realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle” of 8.00% per year, and a “catch-up” feature, and (ii) 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees. See “—Investment Advisory Agreement” below.

As the Investment Advisory Agreement has been terminated, there will be no base management fees or incentives fees payable to GSV Asset Management going forward.

Termination of Administration Agreement

On and effective March 12, 2019, the Administration Agreement was terminated by mutual agreement of GSV Capital Service Company and us in connection with our Internalization.

Prior to our Internalization, GSV Capital Service Company served as our external administrator and provided administrative services necessary for our operations, including but not limited to, furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with certain other administrative services, including, but not limited to, assisting us with determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders.

Under the Administration Agreement, we did not pay any fees to GSV Capital Service Company but reimbursed GSV Capital Service Company for our allocable portion of overhead and other expenses incurred by GSV Capital Service Company in performing its services under the Administration Agreement, including, but not limited to, fees and expenses associated with performing compliance functions and our allocable portion of rent and compensation of our President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services. See “—Administration Agreement” below.

As the Administration Agreement has been terminated, there will be no costs incurred by GSV Capital Service Company going forward.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020

Departure of Director and Reduction of Number of Directors

On and effective March 12, 2019, Michael T. Moe resigned from our Board of Directors in connection with our Internalization. As a result of Mr. Moe’s resignation, our Board of Directors reduced the number of directors that constitute our full Board of Directors to five directors from six directors in accordance with our bylaws. Mr. Moe will continue to provide services to us pursuant to the Consulting Agreement (as defined below). See “—Consulting Agreement.”

Consulting Agreement

On and effective March 12, 2019, we entered into a Consulting Agreement (the “Consulting Agreement”) with Michael T. Moe, the former Chairman of our Board of Directors and the Chief Executive Officer and Chief Investment Officer of GSV Asset Management, for the purpose of assisting us with certain transition services following the termination of the Investment Advisory Agreement and our Internalization.  Pursuant to the Consulting Agreement, Mr. Moe will provide certain transition services to us related to our existing portfolio investments for which Mr. Moe previously had oversight in his role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management. Such transition services will include providing information to us regarding such portfolio companies, including as a member of a portfolio company’s board of directors, assisting with the transition of portfolio company board seats as requested by us, making appropriate introductions to representatives of portfolio companies, and providing other similar types of services that we may reasonably request.

The term of the Consulting Agreement commenced on March 12, 2019 and will continue for eighteen months, unless the parties thereto mutually agree to extend the Consulting Agreement for an additional period.  Pursuant to the Consulting Agreement, we will pay Mr. Moe a total amount equal to $1,250,000. On September 12, 2020, the Consulting Agreement expired in accordance with its terms and was not renewed or extended.

For the three months ended September 30, 2020 and 2019 the Company incurred $165,771 and $208,333, respectively, of consulting expense related to the Consulting Agreement, as included in "professional fees" on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2020 and 2019 the Company incurred $582,437 and $459,229, respectively, of consulting expense related to the Consulting Agreement, as included in "professional fees" on the Condensed Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019, the Company recorded $0 and $332,437, respectively, of prepaid expense related to the Consulting Agreement on the Condensed Consolidated Statement of Assets and Liabilities.

Amended and Restated Trademark License Agreement

On and effective March 12, 2019, we entered into an investment advisory agreementAmended and Restated Trademark License Agreement (the “Amended and Restated License Agreement”) with GSV Asset Management (the “Advisory Agreement”in connection with termination of the Investment Advisory Agreement.  See “—Termination of Investment Advisory Agreement.”

GSV Asset Management is the owner of the trade name “GSV”, and other state or unregistered “GSV” marks, including the trading symbol “GSVC” (collectively, the “Licensed Marks”). Pursuant to the Amended and Restated License Agreement, GSV Asset Management granted us a non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed Marks, solely in connection with the operation of our existing business.

The term of the Amended and Restated License Agreement commenced on March 12, 2019 and will continue for eighteen months, unless the parties thereto mutually agree to extend the Amended and Restated License Agreement for an additional period.  Pursuant to the Amended and Restated License Agreement, we will pay GSV Asset Management a total amount equal to $1,250,000. On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

For the three months ended September 30, 2020 and 2019, the Company incurred $165,771 and $208,333, respectively, of licensing expense, as included in "other expenses" on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2020 and 2019, the Company incurred $582,438 and $459,229 respectively, of licensing expense,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
as included in "other expenses" on the Condensed Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019, the Company recorded $0 and $332,437, respectively, of prepaid expense related to the Amended and Restated Trademark License Agreement on the Condensed Consolidated Statement of Assets and Liabilities.

Investment Advisory Agreement

On March 12, 2019, in connection with the Company's Internalization, the Investment Advisory Agreement was terminated in accordance with its terms.

Prior to our Internalization on March 12, 2019, the Company had entered into the Investment Advisory Agreement with GSV Asset Management. Under the terms of the agreement,Investment Advisory Agreement, GSV Asset Management iswas paid a quarterly management fee and an annual incentive fee. GSV Asset Management is controlled by Michael T. Moe, the Executiveformer Chairman of the Company’s boardBoard of directors.Directors. Mr. Moe, through his ownership interest in GSV Asset Management, iswas entitled to a portion of any profits earned by GSV Asset Management in performing its services under the Investment Advisory Agreement. Mr. Moe and William Tanona,serves as the Company’s President, Chief Financial Officer, Treasurer and Corporate Secretary, as principalsprincipal of GSV Asset Management collectively manageand manages the business and internal affairs of GSV Asset Management. Mark Klein, the Company’s Chief Executive Officer, President, and a member of the Company’s boardBoard of directors,Directors, or entities with which he is affiliated, receivesreceived consulting fees from GSV Asset Management equal to a percentage of each of the base management fee and the incentive fee paid by the Company to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

As the Investment Advisory Agreement has been terminated, Mr. Klein no longer has a consulting agreement or any other affiliation with GSV Asset Management.


Under the Investment Advisory Agreement, there arewere no restrictions on the right of any manager, partner, officer or employee of GSV Asset Management to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies). GSV Asset Management has,had, however, adopted an internal policy whereby any fees or compensation received by a manager, partner, officer or employee of GSV Asset Management in exchange for serving as a director of, or providing consulting services to, any of the Company’s portfolio companies willwould be transferred to the Company, net of any personal taxes incurred, upon such receipt for the benefit of the Company and its stockholders.


Management Fees


Under the terms of the Investment Advisory Agreement, GSV Asset Management iswas paid a base management fee of 2.0%2.00% of gross assets, which is the Company’s total assets reflected on its Condensed Consolidated StatementsStatement of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments. EffectiveDuring the month of January 1, 2017 through December 31, 2017, however,2018, pursuant to a voluntary waiver by GSV Asset Management, the Company will paypaid GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.0%2.00% base management fee payable under the Investment Advisory Agreement. ThisOn February 2, 2018 GSV Asset Management voluntarily agreed to reduce fees payable under the Investment Advisory Agreement (the “Waiver Agreement”). Pursuant to the Waiver Agreement, effective February 1, 2018, the base management fee is reduced to 1.75% of the Company’s gross assets, as further described below. The waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company.

GSV Asset Management earned $1,397,332 and $4,210,932 indid not earn any management fees for the three months ended September 30, 2020 and 2019 and did not waive any management fees for the three months ended September 30, 2020 or 2019. For the nine months

ended September 30, 2020 and 2019, GSV Asset Management earned $0 and $848,723 in management fees, respectively, and did not waive any management fees.

As the Investment Advisory Agreement has been terminated, there will be no base management fee payable to GSV Asset Management going forward.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

ended September 30, 2017, respectively. GSV Asset Management earned $1,625,963 and $5,324,186 in management fees for the three and nine months ended September 30, 2016, respectively. GSV Asset Management waived $174,666 and $526,366 in management fees for the three and nine months ended September 30, 2017, respectively. GSV Asset Management did not waive management fees for the three and nine months ended September 30, 2016.

2020

Incentive Fees


Under the terms of the Investment Advisory Agreement, GSV Asset Management iswas paid an annual incentive fee equal to the lesser of (i) 20% of the Company’s realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

For GAAP purposes, in accordance with Effective February 1, 2018, the AICPA’s Technical Practice Aids (“TPA”) (TIS 6910.2),incentive fee paid by the Company isto GSV Asset Management under the Investment Advisory Agreement was modified pursuant to the terms of the Waiver Agreement, as further described below.


The Company was required to accrue incentive fees for all periods as if the Company had fully liquidated its entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016. This2018 or prior to the termination of the Investment Advisory Agreement. The accrual considersconsidered both the hypothetical liquidation of the Company’s portfolio described previously, as well as the Company’s actual cumulative realized gains and losses since inception, as well any previously paid incentive fees.


For the three and nine months ended September 30, 2017,2020, the Company accrueddid not accrue any incentive fees due to the termination of $3,334,052 and $7,482,185, respectively.the Investment Advisory Agreement, effective March 12, 2019. For the three months ended September 30, 2016, the Company accrued incentive fees of $220,719. For theand nine months ended September 30, 2016,2019, the Company reversed previously accrued incentive fees of $7,805,089.

Due$0 and $4,660,472, respectively, due to the termination of the Investment Advisory Agreement. As the Investment Advisory Agreement has been terminated, there will be no incentive fee payable to GSV Asset Management

going forward.


Management and Incentive Fee Waiver Agreement

On February 2, 2018, GSV Asset Management voluntarily agreed to reduce the fees payable under the Investment Advisory Agreement pursuant to the Waiver Agreement. The Waiver Agreement was effective beginning February 1, 2018 and changed the fee structure set forth in the Investment Advisory Agreement by: (i) reducing the Company’s base management fee from 2.00% to 1.75%; and (ii) creating certain high-water marks that must be reached before any incentive fee is paid to GSV Asset Management.

Pursuant to the Waiver Agreement, in addition to the “hurdle” feature in the incentive fee, GSV Asset Management had agreed to additional conditions on its ability to receive an incentive fee. Specifically, the Waiver Agreement provided that an incentive fee earned by GSV Asset Management under the Investment Advisory Agreement would be payable to GSV Asset Management only if, at the time that such incentive fee becomes payable under the Investment Advisory Agreement, both the Company’s stock price and its last reported net asset value per share were equal to, or greater than, $12.55 (the “High-Water Mark”). The High-Water Mark was based upon the volume weighted average price (VWAP) of all the Company’s equity offerings since its initial public offering, less the dollar amount of all dividends paid by the Company since inception. Upon such time that the High-Water Mark was achieved, and GSV Asset Management was paid an incentive fee, a new High-Water Mark would have been established. Each new High-Water Mark would have been equal to the most recent High-Water Mark, plus 10%. Any High-Water Mark then in effect would have been adjusted to reflect any dividends paid by the Company or any stock split effected by the Company.

For the avoidance of doubt, after the effective date of the Waiver Agreement, under no circumstances would the aggregate fees earned by GSV Asset Management in any quarterly period have been higher than those aggregate fees that would have been earned prior to the effectiveness of the Waiver Agreement.

As of each of September 30, 2017,2020 and December 31, 2019, there were no receivables owed to the Company by GSV Asset Management. In addition, as of September 30, 2017,As the Company owed GSV Asset Management $323,897 primarily for the reimbursement of overhead allocation expenses, as well as travel expenses.

As of December 31, 2016,Investment Advisory Agreement has been terminated, there werewill be no receivables owed to the Company by GSV Asset Management. In addition, as of December 31, 2016,Management going forward.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
Administration Agreement

On March 12, 2019, in connection with the Company's Internalization, the Administration Agreement was terminated in accordance with its terms.

Prior to the Internalization, the Company owed GSV Asset Management $422,025 primarily for the reimbursement of overhead allocation expenses.

Administration Agreement

The Company hashad entered into an administration agreementthe Administration Agreement with GSV Capital Service Company (the “Administration Agreement”) to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services, and other administrative services. GSV Asset Management controls GSV Capital Service Company. The Company reimbursesreimbursed GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of the Company’s President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services. While there iswas no limit on the total amount of expenses the Company may behave been required to reimburse to GSV Capital Service Company, GSV Capital Service Company willwould only charge the Company for the actual expenses GSV Capital Service Company incursincurred on the Company’s behalf, or the Company’s allocable portion thereof, without any profit to GSV Capital Service Company. There were $472,413


For the three months ended September 30, 2020 and $1,453,0072019, the Company did not incur any costs under the Administration Agreement. For the nine months ended September 30, 2020 and 2019, the Company incurred $0 and $306,084, respectively, in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2017,


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

respectively. There were $627,444 and $1,926,085 in such costs incurred underAgreement. As the Administration Agreement forhas been terminated, there will be no costs incurred by GSV Capital Service Company on behalf of the three and nine months ended September 30, 2016, respectively.

Company going forward.


License Agreement

The


On March 12, 2019, in connection with the Company's Internalization, as of the Effective Date, the Company entered into the Amended and Restated Trademark License Agreement to use the trade name “GSV”, and other state or unregistered “GSV” marks, including the trading symbol “GSVC.” for a period of up to eighteen months and a predetermined fee of $1,250,000. Other than with respect to this limited license, the Company has no legal right to the “GSV” name. On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

Prior to the Internalization on March 12, 2019, the Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management hashad agreed to grant the Company a non-exclusive, royalty-free license to use the name “GSV.” Under this agreement, the Company hashad the right to use the GSV name for so long as the Investment Advisory Agreement with GSV Asset Management is in effect. Other than with respect to this limited license, the Company has no legal right to the “GSV” name.


Other Arrangements


Mark Moe, who is the brother of Michael Moe, the Executiveformer Chairman of the Company’s boardBoard of directors,Directors, serves as Vice President of Business Development, Global Expansion for NestGSV, Inc. (d/b/a GSV Labs, Inc.), one of the Company’s portfolio companies. Diane Flynn, who is the spouse of the Company’s former President, Mark Flynn, served as Chief Marketing Officer of NestGSV, Inc. until her resignation in January 2017. Ron Johnson, the Chief Executive Officer of Enjoy Technology, Inc., one of the Company’s portfolio companies, is the brother-in-law of the Company’s former President, Mark Flynn. As of September 30, 2017, the fair values of the Company’s investments in NestGSV, Inc. and Enjoy Technology, Inc. were $9,334,335 and $5,447,844, respectively. Another one of the Company’s portfolio companies, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.), was previously allowed to utilize office space paid for by GSV Asset Management. SPBRX, INC. was not required to pay GSV Asset Management or the Company any consideration for rent. The Company did not consider this to be an arms-length transaction. In August 2016, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) moved out of the office space paid for by GSV Asset Management.


In addition, the Company’s executive officers and directors, and the principals of the Company’s former investment adviser, GSV Asset Management, serve or may serve as officers, and directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders. For example, as

The 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of November 9, 2017, GSV Asset Management also manages Coursera@GSV Fund, LP,its affiliates without the prior approval of the Board of Directors, including its independent directors, and, Coursera@GSV-EDBI Fund, LP, special purpose vehicles each comprised of an underlying investment in Coursera stock (the “Coursera Funds”). GSV Asset Management also serves as sub-adviser for certain investment series of GSV Ventures I LLC, GSV Ventures II LLC, GSV Ventures V LLC, GSV Ventures VI LLC and a pooled investment fund, GSV Ventures III LLC, each a venture capital fund (collectively,some cases, the “GSV Ventures Funds”). GSV Asset Management will likely manage one or more private funds, or series within such private funds, inSEC. The affiliates with which the future. The Company has no ownership interests in the Coursera Funds or the GSV Ventures Funds sub-advised by GSV Asset Management.

While the investment focus of each of these entities, including the Coursera Funds and the GSV Ventures Funds, may be differentprohibited from the Company’s investment objective, it is likely that new investment opportunities that meet the Company’s investment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in connection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available, to the Company. However, the Company’s executivetransacting include its officers, directors, and investment adviser, GSV Asset Management, intend to treatemployees and any person controlling or under common control with the Company, in a fair and equitable manner consistent with their applicable duties under law so that the Company will not be disadvantaged in relationsubject to any other particular client. In addition, while GSV Asset Management anticipates that it will from time to time identify investment opportunities that are appropriate for both the Company and the other funds that are currently, or in the future may be, managed by GSV Asset

certain exceptions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

Management, to the extent it does identify such opportunities, GSV Asset Management has established an allocation policy to ensure that the Company has priority over such other funds. The Company’s board of directors will monitor on a quarterly basis any such allocation of investment opportunities between the Company and any such other funds.

2020

In the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s executive officers and directors. During the year ended December 31, 2016, the Company received other income of $212,795 from the proceeds of Michael Moe’s sale of common shares of 2U, Inc. (f/k/a 2tor, Inc.), one of the Company’s former portfolio companies, that Mr. Moe received while serving on 2U’s board of directors. These sales proceeds were remitted directly to the Company.

Management Transition

On August 8, 2017, the Company announced Michael Moe’s resignation as the Company’s Chief Executive Officer, effective August 11, 2017, and that the Company’s board of directors had appointed Mark Klein, a member of the Company’s board of directors and a consultant to GSV Asset Management, to serve as the Company’s Chief Executive Officer, effective August 11, 2017. Mr. Moe continues to serve the Company as Executive Chairman of the Company’s board of directors. Further information regarding the management transition can be found in the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — 4—INVESTMENTS AT FAIR VALUE


Investment Portfolio Composition


The Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and warrantsoptions to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury Securities.securities. Non-portfolio investments represent investments in U.S. Treasury Securities. Atsecurities. As of September 30, 2017,2020, the Company had 7850 positions in 3724 portfolio companies. AtAs of December 31, 2016,2019, the Company had 9146 positions in 4523 portfolio companies.

The following table summarizestables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of September 30, 20172020 and December 31, 2016:

2019:
      
 September 30, 2017 (Unaudited) December 31, 2016September 30, 2020December 31, 2019
 Cost Fair Value Percentage of
Net Assets		 Cost Fair Value Percentage of
Net Assets		CostFair ValuePercentage of
Net Assets		CostFair ValuePercentage of
Net Assets
Private Portfolio Companies
                              Private Portfolio Companies
Preferred StockPreferred Stock$77,832,023 $132,071,471 52.3 %$73,557,331 $125,448,358 62.8 %
Common Stock $73,577,946  $93,284,868   44.6%  $81,274,687  $83,074,410   43.2% Common Stock45,794,814 23,871,300 9.4 %63,425,065 59,209,559 29.6 %
Preferred Stock  153,096,417   177,391,805   84.7   174,462,577   162,238,879   84.4 
Debt Investments  8,685,956   7,020,386   3.4   8,849,434   7,821,948   4.1 Debt Investments11,964,165 8,224,227 3.3 %4,838,415 1,644,155 0.8 %
Warrants  229,092   471,294   0.2   158,713   150,904   0.1 
OptionsOptions8,764,885 4,617,151 1.8 %8,764,885 5,283,506 2.6 %
Private Portfolio Companies  235,589,411   278,168,353   132.9%   264,745,411   253,286,141   131.8% Private Portfolio Companies144,355,887 168,784,149 66.8 %150,585,696 191,585,578 95.8 %
Publicly Traded Portfolio Companies
                              Publicly Traded Portfolio Companies
Common Stock  9,273,458   11,607,729   5.5   14,022,863   8,729,005   4.6 Common Stock15,101,477 46,662,051 18.5 %— — — %
Total Portfolio Investments  244,862,869   289,776,082   138.4%   278,768,274   262,015,146   136.4% Total Portfolio Investments159,457,364 215,446,200 85.3 %150,585,696 191,585,578 95.8 %
Non-Portfolio Investments
                              Non-Portfolio Investments
U.S. Treasury Bill  99,991,125   99,994,000   47.8   29,998,750   29,998,490   15.6 
U.S. Treasury billU.S. Treasury bill149,999,917 150,000,000 59.3 %49,996,667 50,000,000 25.0 %
Total Investments $344,853,994  $389,770,082   186.2%  $308,767,024  $292,013,636   152.0% Total Investments$309,457,281 $365,446,200 144.6 %$200,582,363 $241,585,578 120.8 %


The industrialgeographic and geographicindustrial compositions of the Company’s portfolio at fair value as of September 30, 20172020 and December 31, 20162019 were as follows:

      
 September 30, 2017 December 31, 2016
   Investments at
Fair Value		 Percentage of
Portfolio		 Percentage of
Net Assets		 Investments at
Fair Value		 Percentage of
Portfolio		 Percentage of
Net Assets
Industry
                              
Big Data/Cloud $104,206,955   36.0%   49.8%  $89,852,351   34.3%   46.8% 
Education Technology  100,009,977   34.5   47.7   96,498,376   36.8   50.2 
Social/Mobile  52,838,226   18.2   25.2   45,836,028   17.6   23.9 
Marketplaces  31,353,731   10.8   15.0   25,518,613   9.7   13.3 
Sustainability  1,367,193   0.5   0.7   4,309,778   1.6   2.2 
Total $289,776,082   100.0%   138.4%  $262,015,146   100.0%   136.4% 
As of September 30, 2020As of December 31, 2019
Fair ValuePercentage of
Portfolio		Percentage of
Net Assets		Fair ValuePercentage of
Portfolio		Percentage of
Net Assets
Geographic Region
West$199,366,432 92.5 %78.9 %$176,331,572 92.0 %88.2 %
Northeast12,196,472 5.7 %4.8 %7,847,769 4.1 %3.9 %
Mid-west3,883,296 1.8 %1.6 %7,406,237 3.9 %3.7 %
Total$215,446,200 100.0 %85.3 %$191,585,578 100.0 %95.8 %

      
 September 30, 2017 December 31, 2016
   Investments at
Fair Value		 Percentage of
Portfolio		 Percentage of
Net Assets		 Investments at
Fair Value		 Percentage of
Portfolio		 Percentage of
Net Assets
Geographic Region
                              
West $188,509,581   65.1%   90.1%  $187,300,467   71.5%   97.5% 
Mid-west  35,768,782   12.3   17.1   14,362,498   5.5   7.4 
Northeast  33,214,135   11.5   15.9   41,420,490   15.8   21.6 
International  32,283,584   11.1   15.4   18,931,691   7.2   9.9 
Total $289,776,082   100.0%   138.4%  $262,015,146   100.0%   136.4% 
27

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020
As of September 30, 2020As of December 31, 2019
Fair ValuePercentage of
Portfolio		Percentage of
Net Assets		Fair ValuePercentage of
Portfolio		Percentage of
Net Assets
Industry
Education Technology$95,773,772 44.5 %37.9 %$82,578,640 43.1 %41.3 %
Big Data/Cloud55,246,708 25.6 %21.9 %31,582,084 16.5 %15.8 %
Financial Technology23,706,741 11.0 %9.4 %26,754,801 14.0 %13.4 %
Social/Mobile20,922,463 9.7 %8.3 %26,573,046 13.8 %13.3 %
Marketplaces18,836,318 8.7 %7.5 %23,321,809 12.2 %11.6 %
Sustainability960,198 0.5 %0.3 %775,198 0.4 %0.4 %
Total$215,446,200 100.0 %85.3 %$191,585,578 100.0 %95.8 %

(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

The table below details the composition of the Company’s industrial themes presented above:

in the preceding tables:
Industry ThemeIndustry
Education TechnologyBusiness Education
Computer Software
Corporate Education
Education Software
E-Transcript Exchange
Interactive Learning
Online Education
Big Data/CloudBig Data Consulting
Cloud Computing Services
Consumer Health Technology
Customer Relationship Manager
Data Analysis
Mobile Device Management
Smart Device Company
Social Cognitive Learning
Social Media Analytics
Education Technology
Business Education
Computer Software
Corporate Education
Education Media Platform
Education Software
Education Technology
E-Transcript Exchange
Globally-Focused Private School
Interactive Learning
Online Education
Online Education Services
MarketplacesCash Payment Network
Equity Crowdfunding
Financial Services
Global Innovation Platform
Knowledge Networks
On-Demand Commerce
On-Demand Transportation Services
Online Marketplace Finance
Subscription Fashion Rental
Micromobility
Peer-to-Peer Pet Services
Financial TechnologyOnline Marketplace Finance
Financial Services
Cannabis REIT
Social/MobileDigital Media Platform
Light Field Imaging Platform
On-Demand Music Streaming
Social Communication
Networking
Social Data Platform
Social Media
Sports Analytics
SustainabilityClean Technology
Solar Power

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020

(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

Investment Valuation Inputs


The fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of September 30, 20172020 and December 31, 20162019 are as follows:

    
 As of September 30, 2017As of September 30, 2020
Quoted Prices in
Active Markets
for Identical
Securities
(Level 1)		 Significant Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 TotalQuoted Prices in
Active Markets for
Identical Securities
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
Investments at Fair Value Private Portfolio Companies
                    
Investments at Fair ValueInvestments at Fair Value
Private Portfolio CompaniesPrivate Portfolio Companies
Preferred StockPreferred Stock$— $— $132,071,471 $132,071,471 
Common Stock $—  $—  $93,284,868  $93,284,868 Common Stock— — 23,871,300 23,871,300 
Preferred Stock  —   —   177,391,805   177,391,805 
Debt Investments  —   —   7,020,386   7,020,386 Debt Investments— — 8,224,227 8,224,227 
Warrants  —   —   471,294   471,294 
OptionsOptions— — 4,617,151 4,617,151 
Private Portfolio Companies  —   —   278,168,353   278,168,353 Private Portfolio Companies— — 168,784,149 168,784,149 
Publicly Traded Portfolio Companies
                    Publicly Traded Portfolio Companies
Common Stock  11,607,729   —   —   11,607,729 Common Stock— 46,662,051 — 46,662,051 
Total Portfolio Investments  11,607,729   —   278,168,353   289,776,082 Total Portfolio Investments— 46,662,051 168,784,149 215,446,200 
Non-Portfolio Investments
                    Non-Portfolio Investments
U.S. Treasury Bill  99,994,000   —   —   99,994,000 
U.S. Treasury billsU.S. Treasury bills150,000,000 — — 150,000,000 
Total Investments at Fair Value $111,601,729  $—  $278,168,353  $389,770,082 Total Investments at Fair Value$150,000,000 $46,662,051 $168,784,149 $365,446,200 

    
 As of December 31, 2016
 Quoted Prices in
Active Markets
for Identical
Securities
(Level 1)		 Significant Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total
Investments at Fair Value Private Portfolio Companies
                    
Common Stock $—  $—  $83,074,410  $83,074,410 
Preferred Stock  —   —   162,238,879   162,238,879 
Debt Investments  —   —   7,821,948   7,821,948 
Warrants  —   —   150,904   150,904 
Private Portfolio Companies  —   —   253,286,141   253,286,141 
Publicly Traded Portfolio
Companies
                    
Common Stock  8,729,005   —   —   8,729,005 
Total Portfolio Investments  8,729,005   —   253,286,141   262,015,146 
Non-Portfolio Investments
                    
U.S. Treasury Bill  29,998,490   —   —   29,998,490 
Total Investments at Fair Value $38,727,495  $—  $253,286,141  $292,013,636 

As of December 31, 2019
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock$— $— $125,448,358 $125,448,358 
Common Stock— — 59,209,559 59,209,559 
Debt Investments— — 1,644,155 1,644,155 
Options— — 5,283,506 5,283,506 
Private Portfolio Companies— — 191,585,578 191,585,578 
Publicly Traded Portfolio Companies
Common Stock— — — — 
Total Portfolio Investments— — 191,585,578 191,585,578 
Non-Portfolio Investments
U.S. Treasury bills50,000,000 — — 50,000,000 
Total Investments at Fair Value$50,000,000 $— $191,585,578 $241,585,578 
29

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020

(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

Significant Unobservable Inputs for Level 3 Assets and Liabilities


In accordance with FASB ASC 820,Fair Value Measurement, the tables below provide quantitative information about the Company’s fair value measurements of its Level 3 assets as of September 30, 20172020 and December 31, 2016.2019. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements. To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of September 30, 20172020 and December 31, 2016.2019. Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note 1 — Nature of Operations and 2—Significant Accounting Policies — Policies—Investments at Fair Value” for more detail.

As of September 30, 2020
As of September 30, 2017
Asset
Fair Value
Valuation
Approach / Approach/​
Technique(1)
Unobservable Inputs(2)
Range
(Weighted Average)(3)



Common stock in
private companies


$93,284,86823,871,300

Market approach		Precedent transactions
AFFO(4) multiple
N/A23.57x - 23.57x (23.57x)
CollateralRevenue multiples2.06x -6.27x (5.62x)
Liquidation valueN/A
Revenue multiples1.79x – 7.23x (4.98x)
Liquidation ValueN/A
Discounted Cash Flow(2)cash flowDiscount rate12.0% (12.0%)
Long-term revenue growth0.0% (0.0%
Preferred stock in
private companies		$132,071,471Market approachRevenue multiples0.91x - 3.84x (2.19x)
Precedent
transactions		N/A
Discounted cash flowDiscount rate12.0% (12.0%)
PWERM(5)
Revenue multiples0.99x - 2.99x (1.98x)
Precedent transactionsN/A
Debt investments$8,224,227Market approachRevenue multiples2.06x - 2.88x (2.24x)
PWERM(5)
Revenue multiplesN/A
Liquidation valueN/A
Options$4,617,151Option pricing modelTerm to expiration (Years)1.5 (1.5)0.51 - 7.55 (4.67)
Volatility41.6% (41.6%34% - 52% (37%)
Discounted cash flowDiscount Rate12.0% (12.0%)
​
________________________
(1)    As of September 30, 2020, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments. By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
(2)    The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings
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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
(3)    The weighted averages are calculated based on the fair market value of each investment.
(4)    Adjusted Funds From Operations, or "AFFO"
(5)    Probability-Weighted Expected Return Method, or "PWERM"


As of December 31, 2019
AssetFair Value
Valuation
Approach/​
Technique(1)
Unobservable Inputs(2)
Range
(Weighted Average)(3)
Common stock in
private companies		$59,209,559Market approach
AFFO(4) multiple
16.67x - 37.32 (25.09x)
Revenue multiples1.45x - 3.23x (2.86x)
Liquidation valueN/A
Discounted cash flowDiscount rate12.0% (12.0%)
Preferred stock in
private companies



$177,391,805125,448,358


Market approach		Revenue multiples1.89x - 5.43x (3.77x)
Precedent
transactions		N/A
CollateralDiscounted cash flowDiscount rate12.0% (12.0%)
PWERM(5)
Revenue multiples1.23x - 2.05x (1.83x)
Precedent transactions2.97x - 3.23x (3.10x)
Debt investments$1,644,155Market approachRevenue multiples1.45x - 1.57x (1.51x)
PWERM(5)
Revenue multiplesN/A
Liquidation valueN/A
Revenue multiplesOptions1.90x – 5.98x (3.59x)$5,283,506
EBIT multiples15.0x (15.0x)
Discount for lack of control15.0% (15.0%)
Discounted Cash Flow(2)Discount rate12.0% – 40.0% (37.6%)
Long-term revenue growth0.0% – 12.5% (11.4%)
Option pricing modelTerm to expiration (Years)1.5 (1.5)0.13 - 8.30 (5.35)
Volatility41.6% (41.6%30.0%-48.0% (36.0%)
PWERMDiscounted cash flowLiquidation ValueDiscount RateN/A
Revenue multiples2.28x – 4.29x (3.47x)
Debt investments$7,020,386Market approachLiquidation ValueN/A
PWERMRevenue multiples4.29x (4.29x)
Liquidation ValueN/A

Warrants
$471,294
Option pricing model		Term to expiration (Years)0.4 – 3.0 (2.3)
Volatility11.8% – 54.7% (38.5%12.0% (12.0%)

(1)As of December 31, 2016, the Company used a market approach to value certain common and preferred stock investments. As of September 30, 2017, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments. By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the
​

________________________
(1)    As of December 31, 2019, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments. By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.

(2)    The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair

31
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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

final fair value of a Level 3 investment may change based on recent events or transactions. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies — Investments at Fair Value” for more detail.
(2)The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases (decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies — Investments at Fair Value” for more detail.

As of December 31, 2016
AssetFair ValueValuation TechniquesUnobservable InputsRange
(Weighted Average)


Common stock in
private companies

$83,074,410
Market approach		Precedent transactions(1)N/A
Revenue multiples0.8x – 5.2x (3.3x)
EBIT multiples37.5x (37.5x)



Preferred stock in
private companies


$157,929,101


Market approach		Precedent transactions(1)N/A
Revenue multiples0.8x – 5.3x (2.7x)
EBIT multiples37.5x (37.5x)
Subscriber multiples669.9x (669.6x)
Discount for lack of control15.0% (15.0%)
$4,309,778PWERMDiscount rate12.0% (12.0%)
Debt investments$7,821,948Market approachLiquidation ValueN/A

Warrants
$150,904
Option pricing model		Term to expiration (Years)1.2 – 3.0 (2.1)
Volatility10.4% – 49.3% (43.2%)
2020

(1)Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

values all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
(3)    The weighted averages are calculated based on the fair market value of each investment.

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

(4)    Adjusted Funds From Operations, or "AFFO"

(5)    Probability-Weighted Expected Return Method, or "PWERM"
The aggregate values of Level 3 assets and liabilities changed during the nine months ended September 30, 2017,2020 as follows:

     
 Nine Months Ended September 30, 2017
   Common
Stock		 Preferred
Stock		 Debt
Investments		 Warrants Total
Assets:
                         
Fair Value as of December 31, 2016 $83,074,410  $162,238,879  $7,821,948  $150,904  $253,286,141 
Transfers out of Level 3  (2,184,565)   (2,184,565)   —   —   (4,369,130) 
Purchases, capitalized fees and interest  —   —   97,023   70,379   167,402 
Sales of investments  —   —   (70,379)   —   (70,379) 
Realized losses  (8,201,729)   (16,858,906)   (305,280)   —   (25,365,915) 
Exercises, conversions and assignments(1)  2,506,119   (2,506,119)   —   —   — 
Amortization of fixed income security premiums and discounts  —   —   115,162   —   115,162 
Net change in unrealized appreciation/(depreciation) included in earnings  18,090,633   36,702,516   (638,088)   250,011   54,405,072 
Fair Value as of September 30, 2017 $93,284,868  $177,391,805  $7,020,386  $471,294  $278,168,353 
Net change in unrealized appreciation/(depreciation) of Level 3 investments still held as of September 30, 2017 $9,888,904  $19,838,262  $(943,365)  $250,011  $29,033,812 
Nine Months Ended September 30, 2020
Common
Stock		Preferred
Stock		Debt
Investments		OptionsTotal
Assets:
Fair Value as of December 31, 2019$59,209,559 $125,448,358 $1,644,155 $5,283,506 $191,585,578 
Transfers out of Level 3(57,736,900)— ——(57,736,900)
Purchases, capitalized fees, and interest(3,912)7,994,484 7,406,940 — 15,397,512 
Sales/Maturity of investments(807,953)(10,876,621)— — (11,684,574)
Exercises and conversions(1)
— 281,190 (281,190)— — 
Realized gains(628,450)6,875,639 — — 6,247,189 
Net change in unrealized appreciation/​(depreciation) included in earnings23,838,956 2,348,421 (545,678)(666,355)24,975,344 
Fair Value as of September 30, 2020$23,871,300 $132,071,471 $8,224,227 $4,617,151 $168,784,149 
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of September 30, 2020$(3,730,766)$9,237,222 $(505,703)$(666,355)$4,334,398 

________________________
​
(1)    During the nine months ended September 30, 2020, the Company’s portfolio investments had the following corporate actions which are reflected above:
(1)During the nine months ended September 30, 2017, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio CompanyConversion fromConversion to
A Place for Rover
Neutron Holdings, Inc. (f/k/a DogVacay, Inc.)(d/b/a/ Lime)Preferred shares, Series B-1DJunior Preferred shares, Series 1-D
Common warrants, Strike price $0.01, Expiration Date 5/11/2027
Aspiration Partners, Inc.Convertible Promissory NotePreferred shares, Series C-3
Palantir Technologies, Inc.Common shares, Class APublic Common shares (Level 2)
​

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 20162019 as follows:

     
 Year Ended December 31, 2016
   Common
Stock		 Preferred
Stock		 Debt
Investments		 Warrants Total
Assets:
                         
Fair value as of December 31, 2015 $102,319,140  $216,291,092  $4,175,859  $469,306  $323,255,397 
Transfers into Level 3  143,733   —   —   —   143,733 
Purchases of investments  3,080   9,016,702   5,201,294   103,655   14,324,731 
Sales of investments  (3,509,238)   (7,651,891)   (574,380)   —   (11,735,509) 
Realized gains (losses)  (7,127,146)   4,430,221   —   (246,714)   (2,943,639) 
Exercises, conversions and assignments(1)  23,588,443   (23,588,443)   —   —   — 
Amortization of fixed income security premiums and discounts  —   —   44,714   —   44,714 
Net change in unrealized depreciation included in earnings  (32,343,602)   (36,258,802)   (1,025,539)   (175,343)   (69,803,286) 
Fair Value as of December 31, 2016 $83,074,410  $162,238,879  $7,821,948  $150,904  $253,286,141 
Net change in unrealized depreciation of Level 3 investments still held as of December 31, 2016 $(39,307,692)  $(40,126,793)  $(1,025,539)  $(195,637)  $(80,655,661) 
Year Ended December 31, 2019
Common
Stock		Preferred
Stock		Debt
Investments		OptionsTotal
Assets:
Fair Value as of December 31, 2018$48,517,824 $99,856,159 $5,584,994 $267,446 $154,226,423 
Transfers out of Level 3(1)
— (21,947,688)——(21,947,688)
Purchases, capitalized fees, and interest15,001,530 10,576,421 359,095 16,618 25,953,664 
Sales/Maturity of investments— — (51,511)— (51,511)
Exercises and conversions(1)
(1,000)(6,435,123)(2,102,384)8,538,507 — 
Amortization of fixed income security premiums and discounts— — 5,065 — 5,065 
Realized losses— (16,002,159)(2,527,865)— (18,530,024)
Net change in unrealized appreciation/​(depreciation) included in earnings(4,308,795)59,400,748 376,761 (3,539,065)51,929,649 
Fair Value as of December 31, 2019$59,209,559 $125,448,358 $1,644,155 $5,283,506 $191,585,578 
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2019$(4,309,794)$38,560,931 $(907,009)$(3,539,066)$29,805,062 

________________________
​
(1)    During the year ended December 31, 2019, the Company’s portfolio investments had the following corporate actions which are reflected above:
(1)During year ended December 31, 2016, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio CompanyTransferConversion fromTransferConversion to
4C Insights (f/k/a The Echo Systems Corp.)Lyft, Inc.Preferred shares, Series ACommon Shares
Handle Financial, Inc.D
(f/k/a PayNearMe, Inc.)		Preferred shares, Series EPublic Common Shares (Level 2)
Fullbridge,Ozy Media, Inc.Convertible Promissory NotePreferred shares, Series CC-2
NestGSV, Inc (d/b/a GSV Labs, Inc.)Common Shares
Fullbridge, Inc.shares
Preferred shares, Series DA-1
Preferred shares, Series A-2
Preferred shares, Series A-3
Preferred shares, Series A-4		Common Shares
Fullbridge, Inc.Convertible Promissory
Note 10% Due 3/2/2016		Junior Note, 1.49%,
November 9, 2021
Fullbridge, Inc.Convertible Promissory
Note 10% Due 3/14/2017		Junior Note, 1.49%,
November 9, 2021Derivative Security
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020

Schedule of Investments In, and Advances Toto, Affiliates


Transactions during the nine months ended September 30, 20172020 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Schedule of Investments In, and Advances to, Affiliate
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31, 2019Purchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at September 30, 2020Percentage
of Net
Assets
CONTROLLED INVESTMENTS*(2)
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A***(4)
14,300,000 $200,000 $775,198 $— $— $185,000 $960,198 0.38 %
Total Preferred Stock200,000 775,198 — — 185,000 960,198 0.38 %
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares100,000 — — — — — — — %
Total Common Stock— — — — — — — %
TOTAL CONTROLLED INVESTMENTS*(2)
$200,000 $775,198 $— $— $185,000 $960,198 0.38 %
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
Debt Investments
Corporate Education
CUX, Inc. (d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023(3)
$1,251,158 $— $312,789 $— $— $— $312,789 0.12 %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –Convertible Promissory Note 8% Due 8/23/2024(3)(6)
$1,010,198 (29,184)1,010,198 — — (505,099)505,099 0.20 %
Total Debt Investments(29,184)1,322,987 — — (505,099)817,888 0.32 %
Preferred Stock
Corporate Education
CUX, Inc. (d/b/a CorpU)–Convertible preferred shares, Series D 6%169,033 — 34,980 — — 38,902 73,882 0.03 %
CUX, Inc. (d/b/a CorpU) -Convertible preferred shares, Series C 8%615,763 — — — — — — — %
Total Corporate Education— 34,980 — — 38,902 73,882 0.03 %
34
         
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest, Fees, or Dividends Credited
in Income		 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization		 Sales Realized Gains/
(Losses)		 Unrealized Gains/
(Losses)		 Fair Value at September 30, 2017 Percentage
of
Net Assets
CONTROLLED INVESTMENTS*(2)
                                             
Debt Investments
                                             
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 07/31/2018***		  560,199  $77,151  $427,900  $105,890  $—  $—  $26,409  $560,199   0.27% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Unsecured Promissory Note 12% Due 5/29/2017***(4)		  —   50,146   496,725   24,195   (526,000)   —   5,080   —   0.00% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Unsecured Promissory Note 12% Due 11/29/2017***(4)		  557,735   69,237   —   533,353   —   —   0   533,353   0.25% 
Total Global Innovation Platform       196,534   924,625   663,438   (526,000)   —   31,489   1,093,552   0.52% 
Total Debt Investments      $196,534  $924,625  $663,438  $(526,000)  $—  $31,489  $1,093,552   0.52% 
Preferred Stock
                                             
Clean Technology
                                             
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) – Preferred shares, Class A***		  14,300,000   475,000   4,309,778   —   —   —   (2,942,585)   1,367,193   0.65% 
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-4		  3,720,424   —   2,715,910   —   —   —   2,473,438   5,189,348   2.48% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-3		  1,561,625   —   952,591   —   —   —   862,573   1,815,164   0.87% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-2		  450,001   —   166,500   —   —   —   147,336   313,836   0.15% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-1		  1,000,000   —   270,000   —   —   —   253,060   523,060   0.25% 
Total Global Innovation Platform       —   4,105,001   —   —   —   3,736,407   7,841,408   3.75% 

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest, Fees, or Dividends Credited
in Income		 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization		 Sales Realized Gains/
(Losses)		 Unrealized Gains/
(Losses)		 Fair Value at September 30, 2017 Percentage
of
Net Assets
Interactive Learning
                                             
StormWind, LLC(3) –  Preferred shares,
Series C		  2,779,134  $—  $4,650,838  $—  $—  $—  $3,205,182  $7,856,020   3.75% 
StormWind, LLC(3) – Preferred shares, Series B  3,279,629   —   4,470,403   —   —   —   1,529,645   6,000,048   2.86% 
StormWind, LLC(3) – Preferred shares, Series A  366,666   —   499,796   —   —   —   8,945   508,741   0.24% 
Total Interactive Learning       —   9,621,037   —   —   —   4,743,772   14,364,809   6.85% 
Total Preferred Stock      $475,000  $18,035,816  $—  $—  $—  $5,537,594  $23,573,410   11.25% 
Warrants
                                             
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-3 – Strike Price $1.33, Expiration Date
4/4/2019		  187,500  $—  $5,625  $—  $—  $—  $7,500  $13,125   0.01% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date
10/6/2019		  500,000   —   40,000   —   —   —   125,000   165,000   0.08% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date 7/18/2021		  250,000   —   22,500   —   —   —   77,500   100,000   0.05% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date
11/29/2021		  100,000   —   9,000   —   —   —   31,000   40,000   0.02% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series B – Strike Price $2.31, Expiration Date 5/29/2022(4)		  125,000   —   —   70,379   —   —   10,871   81,250   0.04% 
Total Global Innovation Platform       —   77,125   70,379   —   —   251,871   399,375   0.20% 
Total Warrants      $—  $77,125  $70,379  $—  $—  $251,871  $399,375   0.20% 
Common Stock
                                             
Clean Technology
                                             
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) – Common shares		  100,000   —   —   —   —   —   —   —   0.00% 
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31, 2019Purchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at September 30, 2020Percentage
of Net
Assets
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C318,979 $— $— $— $— $— $— — %
Maven Research, Inc.–Preferred shares, Series B49,505 — — — — — — — %
Total Knowledge Networks— — — — — — — %
Digital Media Platform
OzyMedia, Inc.–Preferred shares, Series C-2 6%683,482 — 2,970,252 — — (980,183)1,990,069 0.79 %
OzyMedia, Inc.–Preferred shares, Series B 6%922,509 — 5,001,420 — — (1,650,468)3,350,952 1.33 %
OzyMedia, Inc.–Preferred shares, Series A 6%1,090,909 — 4,528,107 — — (1,494,275)3,033,832 1.20 %
OzyMedia, Inc.–Preferred shares, Series Seed 6%500,000 — 2,002,143 — — (758,199)1,243,944 0.49 %
Total Digital Media Platform— 14,501,922 — — (4,883,125)9,618,797 3.81 %
Interactive Learning
StormWind, LLC–Preferred shares, Series D 8%(5)
329,337 — 503,120 — — (56,978)446,142 0.18 %
StormWind, LLC–Preferred shares, Series C 8%(5)
2,779,134 — 5,391,000 — — (534,041)4,856,959 1.92 %
StormWind, LLC–Preferred shares, Series B 8%(5)
3,279,629 — 3,248,804 — — (567,403)2,681,401 1.06 %
StormWind, LLC–Preferred shares, Series A 8%(5)
366,666 — 157,949 — — (63,436)94,513 0.04 %
Total Interactive Learning— 9,300,873 — — (1,221,858)8,079,015 3.20 %
Total Preferred Stock— 23,837,775 — — (6,066,081)17,771,694 7.03 %
Options
Digital Media Platform
OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028295,565 — 1,182,260 — — (481,771)700,489 0.28 %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021187,500 — 20,625 — — (12,187)8,438 0.00 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021500,000 — 135,000 — — (62,500)72,500 0.03 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021250,000 — 62,500 — — (30,000)32,500 0.01 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021100,000 — — — — — — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022125,000 — — — — — — — %

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31, 2019Purchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at September 30, 2020Percentage
of Net
Assets
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023250,000 $— $2,500 $— $— $3,625 $6,125 0.00 %
Derivative Security, Expiration Date 8/23/2024(6)
1 — 3,880,621 — — (1,768,179)2,112,442 0.84 %
Total Global Innovation Platform— 4,101,246 — — (1,869,241)2,232,005 0.88 %
Total Options— 5,283,506 — — (2,351,012)2,932,494 1.16 %
Common Stock
Online Education
Curious.com, Inc.–Common shares1,135,944 — — — — — — — %
Cannabis REIT
GreenAcreage Real Estate Corp. -Common shares***(7)
375,000 180,000 7,500,000 — — (581,250)6,918,750 2.74 %
Total Common Stock180,000 7,500,000 — — (581,250)6,918,750 2.74 %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
$150,816 $37,944,268 $— $— $(9,503,442)$28,440,826 11.25 %

(Unaudited)

NOTE

____________________
​
*    All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 — INVESTMENTS AT FAIR VALUE  – (continued)and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of September 30, 2020, 15.12% of its total investments are non-qualifying assets.

***    Investment is income-producing.

(1)    “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company.
​
(2)    “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

(3)    As of September 30, 2020, the investments noted had been placed on non-accrual status.
36
         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest, Fees, or Dividends Credited
in Income		 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization		 Sales Realized Gains/
(Losses)		 Unrealized Gains/
(Losses)		 Fair Value at September 30, 2017 Percentage
of
Net Assets
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Common shares		  200,000  $—  $—  $—  $—  $—  $—  $—   0.00% 
Total Common Stock    $—  $—  $—  $—  $—  $—  $—   0.00% 
TOTAL CONTROLLED INVESTMENTS*(2)    $671,534  $19,037,566  $733,817  $(526,000)  $—  $5,820,954  $25,066,337   11.97% 
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
                                             
Debt Investments
                                             
Corporate Education
                                             
CUX, Inc.
(d/b/a CorpU) – Senior Subordinated Convertible Promissory Note 8%
Due 11/26/2018 ***(6)		  1,166,400  $69,792  $1,166,400  $—  $—  $—  $—  $1,166,400   0.56% 
Digital Media Platform
                                             
Ozy Media, Inc – Convertible Promissory Note 5%,
Due 02/28/2018***		  2,000,000   74,795   2,000,000   —   —   —   —   2,000,000   0.95% 
Social Cognitive Learning
                                             
Declara, Inc. – Convertible Promissory Note 9%
Due 12/31/2017***(8)		  2,120,658   (523)   2,827,020   800   —   —   (617,409)   2,210,411   1.06% 
Sports Analytics
                                             
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Promissory Note, 12%, 11/17/2017***  28,008  $(90)  $26,544  $3,289  $—  $—  $(29,833)  $—   0.00% 
Total Debt Investments      $143,974  $6,019,964  $4,089  $—  $—  $(647,242)  $5,376,811   2.57% 
Preferred Stock
                                             
Corporate Education
                                             
CUX, Inc. (d/b/a CorpU) – Convertible preferred shares, Series D  169,033   —   775,861   —   —   —   —   775,861   0.37% 
CUX, Inc. (d/b/a CorpU) – Convertible preferred shares, Series C  615,763   —   1,913,484   —   —   —   (607,088)   1,306,396   0.62% 
Total Corporate Education       —   2,689,345   —   —   —   (607,088)   2,082,257   0.99% 
Globally-Focused Private School
                                             
Whittle Schools, LLC(5) – Preferred shares, Series B  3,000,000   —   3,000,000   —   —   —   —   3,000,000   1.43% 
Online Education
                                             
Curious.com, Inc. – Preferred shares, Series B  3,407,834   —   9,984,954   280   —   —   (4,025,047)   5,960,187   2.85% 

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest, Fees, or Dividends Credited
in Income		 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization		 Sales Realized Gains/
(Losses)		 Unrealized Gains/
(Losses)		 Fair Value at September 30, 2017 Percentage
of
Net Assets
Sports Analytics
                                             
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred shares, Series A  1,864,495  $—  $484,769  $—  $—  $—  $(484,769)  $—   0.00% 
Social Cognitive Learning
                                             
Declara, Inc. – Preferred shares, Series A  10,716,390   —   4,786,654   —   —   —   (3,991,885)   794,769   0.38% 
Education Media Platform
                                             
EdSurge, Inc. – Preferred shares, Series A-1  378,788   —   500,000   —   —   —   —   500,000   0.24% 
EdSurge, Inc. – Preferred shares, Series A  494,365   —   588,294   —   —   —   (88,293)   500,001   0.24% 
Total Education Media Platform       —   1,088,294   —   —   —   (88,293)   1,000,001   0.48% 
Education Technology
                                             
Global Education Learning (Holdings) Ltd. **(9)  – Preferred shares, Series A  —   —   —   —   —   (675,495)   675,495   —   0.00% 
Knowledge Networks
                                             
Maven Research, Inc. -Preferred shares, Series C  318,979   —   1,999,998   —   —   —   (1,499,998)   500,000   0.24% 
Maven Research, Inc. -Preferred shares, Series B  49,505   —   223,763   —   —   —   (173,887)   49,876   0.02% 
Total Knowledge Networks       —   2,223,761   —   —   —   (1,673,885)   549,876   0.26% 
Digital Media Platform
                                             
OzyMedia, Inc. – Preferred shares, Series B  922,509   —   4,999,999   —   —   —   (609,112)   4,390,887   2.10% 
OzyMedia, Inc. – Preferred shares, Series A  1,090,909   —   3,000,000   —   —   —   (366,216)   2,633,784   1.26% 
OzyMedia, Inc. – Preferred shares, Series Seed  500,000   —   610,000   —   —   —   (171,036)   438,964   0.21% 
Total Digital Media Platform       —   8,609,999   —   —   —   (1,146,364)   7,463,635   3.57% 
Social Media
                                             
AlwaysOn, Inc. – Preferred shares, Series A-1(10)  —  $—  $—  $—  $—  $(876,023)  $876,023  $—   0.00% 
AlwaysOn, Inc. – Preferred shares, Series A(10)  —   —   —   —   —   (1,027,391)   1,027,391   —   0.00% 
Total Social Media     —   —   —   —   (1,903,414)   1,903,414   —   0.00% 
Total Preferred Stock      $—  $32,867,776  $280  $—  $(2,578,909)  $(9,438,422)  $20,850,725   9.95% 
Common Stock
                                             
Big Data Consulting
                                             
Strategic Data Command, LLC(7) – Common shares  2,400,000   —   2,052,555   —   —   —   4,600   2,057,155   0.98% 


(4)    The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp. to a preferred dividend rate. During the nine months ended September 30, 2020, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp. received, an aggregate of $200,000 in dividend distributions. SuRo Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(5)    SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.


(6)    On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in NestGSV, Inc. (d/b/a GSV Labs, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. NestGSV, Inc. (d/b/a GSV Labs,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp. can put the shares to NestGSV, Inc. (d/b/a GSV Labs, Inc.) at the end of the five year period.

(7)    During the nine months ended September 30, 2020, GreenAcreage Real Estate Corp. declared an aggregate of $180,000 in dividend distributions. SuRo Capital Corp. does not anticipate that Green Acreage Real Estate Corp. will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

37
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or Dividends Credited
in Income		Fair Value at December 31, 2016Purchases, Capitalized Fees,
Interest and Amortization		SalesRealized Gains/
(Losses)		Unrealized Gains/
(Losses)		Fair Value at September 30, 2017Percentage
of
Net Assets
Globally-Focused Private School
Whittle Schools, LLC(5) – Common shares229$—$1,500,000$—$—$—$—$1,500,0000.72% 
Total Common Stock$—$3,552,555$—$—$—$4,600$3,557,1551.70% 
Warrants
Sports Analytics
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/20225,360———————0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021175,815———————0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/202138,594———————0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020160,806———————0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017500,000———————0.00% 
Total Sports Analytics———————0.00% 
Corporate Education
CUX, Inc. (d/b/a CorpU) -Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/25/201816,903—4,395———(1,860) 2,5350.00% 
Social Media
AlwaysOn, Inc. – Preferred Warrants Series A, $1.00 strike price, expire 1/9/2017(10)————————0.00% 
Total Warrants$—$4,395$—$—$—$(1,860) $2,5350.00% 
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)$143,974$42,444,690$4,369$—$(2,578,909)$(10,082,924)$29,787,22614.23%

Schedule of Investments In, and Advances to, Affiliates

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

*All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s and GSV Asset Management, LLC’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s board of directors.
**Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
***Investment is income-producing.
(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3)GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary, GSVC SW Holdings, Inc.
(4)On May 29, 2017, the maturity date of the unsecured promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to November 29, 2017 in exchange for 125,000 Series B warrants. For accounting purposes, the extension of the maturity date was treated as an extinguishment of the existing note and creation of a new note.
(5)GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary, GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(7)GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary, GSVC SVDS Holdings, Inc.
(8)On July 1, 2017, the maturity date of the convertible promissory note to Declara, Inc. was extended to December 31, 2017.
(9)The Company wrote-off its investment in Global Education Learning (Holdings) Ltd. during the three months ended June 30, 2017.
(10)The Company wrote-off its investment in AlwaysOn, Inc. during the three months ended March 31, 2017.

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

Transactions during the year ended December 31, 20162019 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:


Schedule of Investments In, and Advances To Affiliates

to, Affiliate
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31,
2018		Corporate ActionPurchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at December 31, 2019Percentage
of Net
Assets
CONTROLLED INVESTMENTS*(2)
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A***(3)
14,300,000 $400,000 $750,198 $— $— $— $25,000 $775,198 0.39 %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-4 (7)
— —4,960,553 (4,904,498)——(56,055)— — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-3 (7)
— —1,735,134 (2,005,730)——270,596 — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-2 (7)
— —300,000 (605,500)——305,500 — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-1 (7)
— —499,999 (1,021,778)——521,779 — — %
Total Global Innovation Platform— 7,495,686 (8,537,506)— — 1,041,820 — — %
Total Preferred Stock400,000 8,245,884 (8,537,506)— — 1,066,820 775,198 0.39 %
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares100,000 — — — — — — — — %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Common shares (7)
— ——(1,000)——1,000 — — %
Total Common Stock— — (1,000)— — 1,000 — — %
TOTAL CONTROLLED INVESTMENTS*(2)
$400,000 $8,245,884 $(8,538,506)$— $— $1,067,820 $775,198 0.39 %
38
           
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
CONTROLLED INVESTMENTS*(2)
                                                       
Debt Investments
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 07/31/2017***  500,000  $16,889  $—  $—  $425,620  $31,972  $—  $—  $(29,692)  $427,900   0.22% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 06/30/16***  —   48,248   —   —   (500,000)   500,000   —   —   —   —   0.00% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Promissory Note 10% Due 11/23/2016***  —   26,000   —   —   —   500,000   (500,000)   —   —   —   0.00% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Unsecured Promissory Note 12% Due 05/29/2017***  526,000   10,862   —   —   —   501,802   —   —  $(5,077)   496,725   0.26% 
Total Global Innovation Platform       101,999   —   —   (74,380)   1,533,774   (500,000)   —   (34,769)   924,625   0.48% 
Total Debt Investments      $101,999  $—  $—  $(74,380)  $1,533,774  $(500,000)  $—  $(34,769)  $924,625   0.48% 
Preferred Stock
                                                       
Clean Technology
                                                       
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) –  Preferred shares, Class A		  14,300,000   —   6,250,000   —   —   —   —   —   (1,940,222)   4,309,778   2.24% 

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Global Innovation Platform
                                                       
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series D		  —  $—  $4,960,565  $—  $(4,904,498)  $—  $—  $—  $(56,067)  $—   0.00% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series C		  —   —   1,733,404   —   (2,005,730)   —   —   —   272,326   —   0.00% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series B		  —   —   —   —   (605,500)   —   —   —   605,500   —   0.00% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series A		  —   —   —   —   (1,021,778)   —   —   —   1,021,778   —   0.00% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-4		  3,720,424   —   —   —   4,904,498   —   —   —   (2,188,588)   2,715,910   1.41% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-3		  1,561,625   —   —   —   2,005,730   —   —   —   (1,053,139)   952,591   0.50% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-2		  450,001   —   —   —   605,500   —   —   —   (439,000)   166,500   0.09% 
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-1		  1,000,000   —   —   —   1,021,778   —   —   —   (751,778)   270,000   0.14% 
Total Global Innovation Platform       —   6,693,969   —   —   —   —   —   (2,588,968)   4,105,001   2.14% 
Interactive Learning                                     —                
StormWind, LLC –  Preferred shares,
Series C(4)		  2,779,134  $—  $4,599,718  $—  $—  $—  $—  $—  $51,120  $4,650,838   2.42% 
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31,
2018		Corporate ActionPurchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at December 31, 2019Percentage
of Net
Assets
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
Debt Investments
Corporate Education
CUX, Inc. (d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023(5)
$1,251,158 $(13,142)$1,360,489 $— $3,553 $(109,331)$(941,922)$312,789 0.16 %
Digital Media Platform
Ozy Media, Inc.–Convertible Promissory Note 5% Due 12/31/2018***(6)
$— 72,864 3,153,575 (2,102,384)— —(1,051,191)— — %
Social Cognitive Learning
Declara, Inc.–Convertible Promissory Note 12% Due 4/30/2018$— — — — 680 (2,334,832)2,334,152 — — %
Global Innovation Platform
 NestGSV, Inc. (d/b/a GSV Labs, Inc.) –Convertible Promissory Note 8% Due 8/23/2024***(7)
$1,010,198 107,611 936,525 — 78,739 — (5,066)1,010,198 0.50 %
Total Global Innovation Platform107,611 936,525 — 78,739 — (5,066)1,010,198 0.50 %
Total Debt Investments167,333 5,450,589 (2,102,384)82,972 (2,444,163)335,973 1,322,987 0.66 %
Preferred Stock
Corporate Education
CUX, Inc. (d/b/a CorpU)–Convertible preferred shares, Series D 6%169,033 — 878,005 — — — (843,025)34,980 0.02 %
CUX, Inc. (d/b/a CorpU) -Convertible preferred shares, Series C 8%615,763 —— — — —— — — %
Total Corporate Education— 878,005 — — — (843,025)34,980 0.02 %
Social Cognitive Learning
Declara, Inc.–Preferred shares, Series A 8%— — — — — (9,999,999)9,999,999 — — %
Education Media Platform
EdSurge, Inc.–Preferred shares, Series A-1— —250,000 — —(501,360)251,360 — — %
EdSurge, Inc.–Preferred shares, Series A— —269,848 — —(500,801)230,953 — — %
Total Education Media Platform— 519,848 — — (1,002,161)482,313 — — %

39

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
StormWind, LLC – Preferred shares,
Series B(4)		  3,279,629  $—  $4,633,228  $—  $—  $—  $—  $—  $(162,825)  $4,470,403   2.33% 
StormWind, LLC – Preferred shares, Series A (4)  366,666   —   518,000   —   —   —   —   —   (18,204)   499,796   0.26% 
Total Interactive Learning       —   9,750,946   —   —   —   —   —   (129,909)   9,621,037   5.01% 
Total Preferred Stock      $—  $22,694,915  $—  $—  $—  $—  $—  $(4,659,099)  $18,035,816   9.39% 
Warrants
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 10/6/2019		  500,000   —   —   —   —   —   —   —   40,000   40,000   0.02% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 7/18/2021  250,000   —   —   —   74,380   —   —   —   (51,880)   22,500   0.01% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 11/29/2021  100,000   —   —   —   —   29,275   —   —   (20,275)   9,000   0.00% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-3 – Strike Price $1.33333, Expiration Date 4/4/2019  187,500   —   —   —   —   —   —   —   5,625   5,625   0.00% 
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31,
2018		Corporate ActionPurchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at December 31, 2019Percentage
of Net
Assets
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C318,979 $— $— $— $— $— $— $— — %
Maven Research, Inc.–Preferred shares, Series B49,505 —— — ——— — — %
Total Knowledge Networks— — — — — — — — %
Digital Media Platform
OzyMedia, Inc.–Preferred shares, Series C-2 6% (6)
683,482 — — 2,102,384 311,794 — 556,074 2,970,252 1.49 %
OzyMedia, Inc.–Preferred shares, Series B 6%922,509 —— — ——5,001,420 5,001,420 2.50 %
OzyMedia, Inc.–Preferred shares, Series A 6%1,090,909 —— — ——4,528,107 4,528,107 2.26 %
OzyMedia, Inc.–Preferred shares, Series Seed 6%500,000 —— — ——2,002,143 2,002,143 1.00 %
Total Digital Media Platform— — 2,102,384 311,794 — 12,087,744 14,501,922 7.25 %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-4 (7)
— — — — — — — — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-3 (7)
— —— — ——— — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-2 (7)
— —— — ——— — — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-1 (7)
— —— — ——— — — %
Total Global Innovation Platform— — — — — — — — %
Interactive Learning
StormWind, LLC–Preferred shares, Series D 8%(4)(8)
329,337 — — — 257,267 — 245,853 503,120 0.25 %
StormWind, LLC–Preferred shares, Series C 8%(4)
2,779,134 —7,194,971 — ——(1,803,971)5,391,000 2.70 %
StormWind, LLC–Preferred shares, Series B 8%(4)
3,279,629 —5,770,328 — ——(2,521,524)3,248,804 1.62 %
StormWind, LLC–Preferred shares, Series A 8%(4)
366,666 —421,525 — ——(263,576)157,949 0.08 %
Total Interactive Learning— 13,386,824 — 257,267 — (4,343,218)9,300,873 4.65 %
Total Preferred Stock— 14,784,677 2,102,384 569,061 (11,002,160)17,383,813 23,837,775 11.92 %

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants, Series D – $1.33 Strike Price, Expiration Date 10/6/2019  —  $—  $145,000  $—  $—  $—  $—  $—  $(145,000)  $—   0.00% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/4/2019  —   —   31,875   —   —   —   —   —   (31,875)   —   0.00% 
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants Series D – Strike Price $1.33, Expiration Date 7/18/2021  —   —   —   —   —   —   —   —   —   —   0.00% 
Total Global Innovation Platform       —   176,875   —   74,380   29,275   —   —   (203,405)   77,125   0.03% 
Total Warrants      $—  $176,875  $—  $74,380  $29,275  $—  $—  $(203,405)  $77,125   0.03% 
Common Stock
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Common
shares		  200,000   —   —   —   —   —   —   —   —   —   0.00% 
Clean Technology
                                                       
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) –  Common shares  100,000  $—  $—  $—  $—  $—  $—  $—  $—  $—   0.00% 
Total Common Stock    $—  $—  $—  $—  $—  $—  $—  $—  $—   0.00% 
TOTAL CONTROLLED INVESTMENTS*(2)    $101,999  $22,871,790  $—  $—  $1,563,049  $(500,000)  $—  $(4,897,273)  $19,037,566   9.90% 
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31,
2018		Corporate ActionPurchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at December 31, 2019Percentage
of Net
Assets
Options
Corporate Education
CUX, Inc. (d/b/a CorpU) –Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/14/202016,903 $— $19,946 $— $— $— $(19,946)$— — %
Digital Media Platform
OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028295,565 — — — — — 1,182,260 1,182,260 0.59 %
Global Innovation Platform
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021(7)
187,500 — 26,250 — — — (5,625)20,625 0.01 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021(7)
500,000 —145,000 — ——(10,000)135,000 0.07 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021(7)
250,000 —70,000 — ——(7,500)62,500 0.03 %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 (7)
100,000 —556 — ——(556)— — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022(7)
125,000 —694 — ——(694)— — %
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023(7)
250,000 —5,000 — ——(2,500)2,500 0.00 %
Derivative Security, Expiration Date 8/23/2024(7)
1 —— 8,538,506 16,618 —(4,674,503)3,880,621 1.94 %
Total Global Innovation Platform— 247,500 8,538,506 16,618 — (4,701,378)4,101,246 2.05 %
Total Options— 267,446 8,538,506 16,618 — (3,539,064)5,283,506 2.64 %
Common Stock
Online Education
Curious.com, Inc.–Common shares1,135,944 — — — — — — — — %

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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity		Interest, Fees, or
Dividends Credited
in Income		Fair Value at December 31,
2018		Corporate ActionPurchases,
Capitalized Fees,
Interest and
Amortization		Realized
Gains/(Losses)		Unrealized
Gains/(Losses)		Fair Value at December 31, 2019Percentage
of Net
Assets
Cannabis REIT
 GreenAcreage Real Estate Corp. -Common shares375,000 $— $— $— $7,501,530 $— $(1,530)$7,500,000 3.75 %
Total Common Stock— — — 7,501,530 — (1,530)7,500,000 3.75 %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
$167,333 $20,502,712 $8,538,506 $8,170,181 $(13,446,323)$14,179,192 $37,944,268 18.98 %

(Unaudited)

NOTE

____________________
​
*    All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 — INVESTMENTS AT FAIR VALUE  – (continued)and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

** Indicates assets that SuRo Capital Corp believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of December 31, 2019, 0.00% of its total investments are non-qualifying assets.

***    Investment is income-producing.

(1)    “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company.

(2)    “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

(3)     During the year ended December 31, 2019, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp. received, an aggregate of $400,000 in dividend distributions.

(4)     SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(5)     On October 24, 2019, CUX, Inc. (d/b/a CorpU) completed a recapitalization, which amended SuRo Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note. As a result of the recapitalization, the principal amount of SuRo Capital Corp.'s Senior Subordinated Convertible Promissory Note was reduced by $109,331, the interest rate was reduced to 4%, and the maturity was extended to February 14, 2023.

42
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
                                                       
Debt Investments
                                                       
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) –  Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(5)  1,166,400  $87,318  $1,080,000  $—  $—  $86,400  $—  $—  $—  $1,166,400   0.61% 
Digital Media Platform
                                                       
Ozy Media, Inc. –  Convertible Promissory Note 5%, Due 02/28/2018***  2,000,000   33,700   —   —   —   2,000,000   —   —   —   2,000,000   1.04% 
Social Cognitive Learning
                                                       
Declara, Inc. –  Convertible Promissory Note 9% Due 6/30/2017***  2,120,658   120,523   2,000,000   —   —   120,658   —   —   706,362   2,827,020   1.47% 
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Promissory Note, 12%, 11/17/2017***  25,000   3,304   25,000   —   —   736   —   —   808   26,544   0.01% 
Business Education
                                                       
Fullbridge, Inc. –  Convertible Promissory Note, 10% Due 3/2/2016(8)  —   (85,829)   1,020,859   (354,075)   —   400   —   —   (667,184)   —   0.00% 
Fullbridge, Inc. –  Convertible Promissory Note, 10% Due 3/14/2017(8)  —   —   —   (935,849)   —   1,000,000   —   —   (64,151)   —   0.00% 
Total Business Education     (85,829)   1,020,859   (1,289,924)   —   1,000,400   —   —   (731,335)   —   0.00% 
Total Debt
Investments		      $159,016  $4,125,859  $(1,289,924)  $—  $3,208,194  $—  $—  $(24,165)  $6,019,964   3.13% 

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GSV



SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Preferred Stock
                                                       
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) –  Convertible preferred shares, Series D  169,033  $—  $775,861  $—  $—  $—  $—  $—  $—  $775,861   0.40% 
CUX, Inc. (d/b/a CorpU) –  Convertible preferred shares, Series C  615,763   —   1,959,127   —   —   —   —   —   (45,643)   1,913,484   1.00% 
Total Corporate Education       —   2,734,988   —   —   —   —   —   (45,643)   2,689,345   1.40% 
Globally-Focused Private School
                                                       
Whittle Schools, LLC – Preferred shares, Series B(3)  3,000,000  $—  $3,000,000  $—  $—  $—  $—  $—  $—  $3,000,000   1.56% 
Online Education
                                                       
Curious.com Inc. –  Preferred shares, Series B  3,407,834   —   9,996,311   —   —   2,000,003   —   —   (2,011,360)   9,984,954   5.20% 
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred shares, Series A  1,864,495   —   1,156,175   —   —   —   —   —   (671,406)   484,769   0.26% 
Social Cognitive Learning
                                                       
Declara, Inc. –  Preferred shares, Series A  10,716,390   —   9,999,999   —   —   —   —   —   (5,213,345)   4,786,654   2.49% 
Education Media Platform
                                                       
EdSurge, Inc. –  Preferred shares, Series A-1  378,788   —   500,000   —   —   400   —   —   (400)   500,000   0.26% 
EdSurge, Inc. –  Preferred shares, Series A  494,365   —   524,867   —   —   —   —   —   63,427   588,294   0.31% 
Total Education Media Platform       —   1,024,867   —   —   400   —   —   63,027   1,088,294   0.57% 
(6)     On September 11, 2019, SuRo Capital Corp. agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc. and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

(7)     On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in NestGSV, Inc. (d/b/a GSV Labs, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. NestGSV, Inc. (d/b/a GSV Labs,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp. can put the shares to NestGSV, Inc. (d/b/a GSV Labs, Inc.) at the end of the five year period. As part of the agreement, previously accrued interest under SuRo Capital Corp.’s 12% Convertible Promissory Note due 12/31/2019  will be capitalized into the principal of the extended note, and the interest on the note is reduced from 12% to 8%. The Convertible Promissory Note’s maturity was extended to August 23, 2024. Under the amended structure, SuRo Capital Corp.’s fully diluted ownership of voting securities decreased from 50.0% to 8.5%. As such, SuRo Capital Corp.'s investments in NestGSV, Inc. (d/b/a GSV Labs, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.


(8)     On November 26, 2019, SuRo Capital Corp. invested $250,000 in StormWind, LLC's Series D financing round. As part of the round, SuRo Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%. As such, SuRo Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.
43
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SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2020
           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Education Technology
                                                       
Global Education Learning (Holdings) Ltd. – Preferred shares, Series A **  2,126,475  $—  $—  $—  $—  $120  $—  $—  $(120)  $—   0.00% 
Knowledge Networks
                                                       
Maven Research, Inc. – Preferred shares,
Series C		  318,979   —   1,999,998   —   —   —   —   —   —   1,999,998   1.04% 
Maven Research, Inc. – Preferred shares,
Series B		  49,505   —   249,691   —   —   —   —   —   (25,928)   223,763   0.12% 
Total Knowledge Networks       —   2,249,689   —   —   —   —   —   (25,928)   2,223,761   1.16% 
Digital Media Platform
                                                       
Ozy Media, Inc. –  Preferred shares, Series B  922,509   —   4,690,178   —   —   —   —   —   309,821   4,999,999   2.60% 
Ozy Media, Inc. – Preferred shares,
Series A		  1,090,909   —   3,907,004   —   —   —   —   —   (907,004)   3,000,000   1.56% 
Ozy Media, Inc. –  Preferred shares, Series Seed  500,000   —   1,531,812   —   —   —   —   —   (921,812)   610,000   0.32% 
Total Digital Media Platform       —   10,128,994   —   —   —   —   —   (1,518,995)   8,609,999   4.48% 
Social Media
                                                       
AlwaysOn, Inc. –  Preferred shares, Series A-1  4,465,925   —   133,978   —   —   —   —   —   (133,978)   —   0.00% 
AlwaysOn, Inc. –  Preferred shares, Series A  1,066,626   —   191,993   —   —   —   —   —   (191,993)   —   0.00% 
Total Social Media       —   325,971   —   —   —   —   —   (325,971)   —   0.00% 
Business Education
                                                       
Fullbridge, Inc. –  Preferred shares, Series D(8)  —   —   3,111,714   —   —   1,040   —   —   (3,112,754)   —   0.00% 
Fullbridge, Inc. – Preferred shares, Series C(8)  —   —   1,625,001   —   —   —   —   —   (1,625,001)   —   0.00% 
NOTE 5—COMMON STOCK

Share Repurchase Program

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Total Business Education      $—  $4,736,715  $—  $—  $1,040  $—  $—  $(4,737,755)  $—   0.00% 
Cash Payment Network
                                                       
Handle Financial, Inc. (f/k/a PayNearMe, Inc.) – Preferred shares, Series E(8)  —  $—  $13,974,887  $(13,974,887)  $—  $—  $—  $—  $—  $—   0.00% 
Total Preferred Stock      $—  $59,328,596  $(13,974,887)  $—  $2,001,563  $—  $—  $(14,487,496)  $32,867,776   17.11% 
Common Stock
                                                       
Big Data Consulting
                                                       
Strategic Data Command, LLC – Common shares(7)  2,400,000   —   1,001,650   —   —   —   —   —   1,050,905   2,052,555   1.07% 
Globally-Focused Private School
                                                       
Whittle Schools, LLC – Common shares(3)  229   —   1,500,000   —   —   —   —   —   —   1,500,000   0.78% 
Consumer Health Technology
                                                       
Orchestra One, Inc. (f/k/a Learnist Inc.) – Common shares (6)  57,026   —   4,364   (4,364)   —   —   —   —   —   —   0.00% 
Total Common Stock      $—  $2,506,014  $(4,364)  $—  $—  $—  $—  $1,050,905  $3,552,555   1.85% 
Warrants
                                                       
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022  5,360   —   429   —   —   —   —   —   (429)   —   0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021  175,815   —   14,065   —   —   —   —   —   (14,065)   —   0.00% 

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021  38,594  $—  $3,088  $—  $—  $—  $—  $—  $(3,088)  $—   0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020  160,806   —   12,864   —   —   —   —   —   (12,864)   —   0.00% 
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017  500,000   —   55,000   —   —   —   —   —   (55,000)   —   0.00% 
Total Sports Analytics       —   85,446   —   —   —   —   —   (85,446)   —   0.00% 
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) – Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018  16,903   —   10,142   —   —   —   —   —   (5,747)   4,395   0.00% 
Social Media
                                                       
AlwaysOn, Inc. – Preferred warrants Series A, $1.00 Strike Price, Expiration Date 1/9/2017  109,375  $—  $—  $—  $—  $—  $—  $—  $—  $—   0.00% 

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
Business Education
                                                       
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 3/2/2020(8)  —  $—  $2,831  $—  $—  $—  $—  $—  $(2,831)  $—   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020(8)  —   —   1,862   —   —   —   —   —   (1,862)   —   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019(8)  —   —   1,923   —   —   —   —   —   (1,923)   —   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019(8)  —   —   4,121   —   —   —   —   —   (4,121)   —   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018(8)  —   —   824   —   —   —   —   —   (824)   —   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018(8)  —   —   824   —   —   —   —   —   (824)   —   0.00% 
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019(8)  —   —   7,143   —   —   —   —   —   (7,143)   —   0.00% 
Total Business Education       —   19,528   —   —   —   —   —   (19,528)   —   0.00% 
Total Warrants    $—  $115,116  $—  $—  $—  $—  $—  $(110,721)  $4,395   0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity		 Interest,
Fees, or
Dividends
Credited
in Income		 Fair Value at
December 31,
2015		 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment		 Corporate
Action		 Purchases Sales Realized
Gains/
(Losses)		 Unrealized
Gains/
(Losses)		 Fair Value
at
December 31,
2016		 Percentage
of
Net Assets
TOTAL NON-CONTROLLED/
AFFILIATE INVESTMENTS*(1)		    $159,016  $66,075,585  $(15,269,175)  $—  $5,209,757  $—  $—  $(13,571,477)  $42,444,690   22.09% 

*All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s and GSV Asset Management, LLC’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s board of directors.
**Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
***Investment is income-producing.

(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (i.e., securities with the right to elect directors) of such company.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3)GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(4)GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.
(5)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(6)GSV Capital Corp.’s ownership percentage in Orchestra One, Inc. (f/k/a Learnist Inc.) decreased to below 5% and, as such, Orchestra One, Inc. is no longer classified as an “affiliate investment” as of September 30, 2016. As such, the Company has reflected a “transfer out” of the “Affiliate Investment” category above as of September 30, 2016 to indicate that the investment in Orchestra One, Inc., while still held as of September 30, 2016, does not meet the criteria of an affiliate investment as defined in the Investment Company Act of 1940.
(7)GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

(8)GSV Capital Corp.’s ownership percentage in Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc. decreased to below 5% and, as such, Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc. are no longer classified as “affiliate investments” as of December 31, 2016. As such, the Company has reflected a “transfer out” of the “Affiliate Investment” category above as of December 31, 2016 to indicate that the investment in Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc., while still held as of December 31, 2016, does not meet the criteria of an affiliate investment as defined in the Investment Company Act of 1940.

NOTE 4 — SHARE REPURCHASE PROGRAM, EQUITY OFFERINGS AND RELATED EXPENSES

On August 7,8, 2017, the Company’s board of directors authorizedCompany announced a $5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $0.01 par value per share, of up to $5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). On November 7, 2017, the Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of the Company’s common stock. On May 3, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of the Company’s common stock. On November 1, 2018, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of our common stock. On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.


On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended.

During each of the three and nine months ended September 30, 2017,2020, the Company repurchased 574,1090 and 1,284,565 shares, respectively, of the Company’s common stock pursuantstock. As of September 30, 2020, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $2.7 million. Refer to "Note 12 — Subsequent Events" for an aggregate of $2,800,810. For more information on the Share Repurchase Program, see “Part II. Item 2. Unregistered Sales ofadditional information.

Amended and Restated 2019 Equity Securities and Use of Proceeds.”

No new sharesIncentive Plan


Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock were issued duringgranted to non-employee directors under the Amended & Restated 2019 Equity Incentive Plan (as defined herein).

Conversion of 4.75% Convertible Senior Notes due 2023

For the three and nine months ended September 30, 20172020 the Company issued 174,393 shares of its common stock and 2016, respectively.

cash for fractional shares upon the conversion of $1,780,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023. Refer to “Note 10—Debt Capital Activities” and "Note 12 — Subsequent Events" for more detail regarding conversion terms.

At-the-Market Offering


On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50,000,000 in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the "ATM Program"). On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020
ATM Program to $150,000,000 from $50,000,000. In connection with the upsize of the ATM Program to $150,000,000, the Company entered into Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No. 1 to the Sales Agreement,” and together with the Initial Sales Agreement, the “Sales Agreement”). The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

(Unaudited)

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

During the three and nine months ended September 30, 2020, the Company issued and sold 3,808,979 Shares under the ATM Program at a weighted-average price of $13.36 per share, for gross proceeds of $50,900,326 and net proceeds of $49,882,319, after deducting commissions to the Agents on Shares sold. As of September 30, 2020, up to approximately $99.1 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Modified Dutch Auction Tender Offer

On October 21, 2019, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase for cash up to $10.0 million in shares of its common stock from its stockholders at a price per share of not less than $6.00 and not greater than $8.00 in $0.10 increments, using available cash. Upon expiration of the Modified Dutch Auction Tender Offer on November 20, 2019, the Company repurchased 1,449,275 shares, representing 7.6% of its outstanding shares, at a price of $6.90 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer. The Company has determined that the proration factor for the tender offer was 78.1%.

NOTE 5 — 6—NET INCREASE/(DECREASE)CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE — SHARE—BASIC AND DILUTED


The following information sets forth the computation of basic and diluted net increase/(decrease)increase in net assets resulting from operations per common share, pursuant to ASC 260, for the three and nine months ended September 30, 20172020 and 2016. The use of2019.
Three Months Ended September 30,Nine Months Ended September 30,
Earnings per common share–basic:2020201920202019
Net change in net assets resulting from operations $15,919,941 $5,261,452 $14,058,514 $21,745,460 
Weighted-average common shares–basic17,795,538 19,472,785 17,208,723 19,650,651 
Earnings per common share–basic$0.89 $0.27 $0.82 $1.11 
Earnings per common share–diluted:
Net change in net assets resulting from operations $15,919,941 $5,261,452 $14,058,514 $21,745,460 
Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023(1)
552,555 568,040 1,690,577 1,701,084 
Net change in net assets resulting from operations, as adjusted$16,472,496 $5,829,492 $15,749,091 $23,446,544 
Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023(1)
3,802,865 3,731,344 3,879,203 3,731,344 
Weighted-average common shares outstanding–diluted21,598,403 23,204,129 21,087,926 23,381,995 
Earnings per common share–diluted$0.76 $0.25 $0.75 $1.00 
______________________
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
(1)     For the if-converted method as promulgated under ASC 260 considers allthree and nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, 0 potentially dilutive securities in a company’s capital structure when calculating diluted earnings per share, regardless of whether it would be economically beneficialcommon shares were excluded from the weighted-average common shares outstanding for a holder of such potentially dilutive security to exercise their conversion option (such as out of the money warrants.) In scenarios where diluted net increase in net assets resulting from operations per common share is higher than basic net increase in net assets resulting from operations per share, ASC 260 prohibitsbecause the separate presentationeffect of the diluted net increase in net assets resulting from operations per share figure. In scenarios where diluted net decrease in net assets resulting from operations per share is lower than basic net decrease in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the net decrease in net assets resulting from operations per share figure.

these shares would have been anti-dilutive.
    
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
   2017 2016 2017 2016
Earnings/(loss) per common share – basic:
                    
Net increase/(decrease) in net assets resulting from operations $10,071,004  $(2,273,339)  $20,051,965  $(43,503,968) 
Weighted-average common shares – basic  22,000,571   22,181,003   22,120,198   22,181,003 
Earnings/(loss) per common share – basic: $0.46  $(0.10)  $0.91  $(1.96) 
Earnings/(loss) per common share – diluted:
                    
Net increase/(decrease) in net assets resulting from operations, before adjustments $10,071,004  $(2,273,339)  $20,051,965  $(43,503,968) 
Adjustments for interest on Convertible Senior Notes and deferred debt issuance costs  1,124,917   —   3,366,801   — 
Net increase/(decrease) in net assets resulting from operations, as adjusted  11,195,921   (2,273,339)   23,418,766   (43,503,968) 
Weighted-average common shares outstanding – basic  22,000,571   22,181,003   22,120,198   22,181,003 
Adjustments for dilutive effect of Convertible Senior Notes(1)  5,751,815   —   5,751,815   — 
Weighted-average common shares outstanding – diluted  27,752,386   22,181,003   27,872,013   22,181,003 
Earnings/(loss) per common share – diluted $0.40  $(0.10)  $0.84  $(1.96) 

(1)For each of the three and nine months ended September 30, 2016, 5,710,212 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

NOTE 6 — 7—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. AtAs of September 30, 20172020 and December 31, 2016,2019, the Company had not entered into anyapproximately $10,000,000 and $0, respectively, in non-binding investment agreements that required it to make a future investment in a portfolio company.

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


From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 6 — COMMITMENTS AND CONTINGENCIES  – (continued)

rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

NOTE 7 — FINANCIAL HIGHLIGHTS

  
 Three Months
Ended
September 30,
2017		 Three Months
Ended
September 30,
2016
Per Basic Share Data:
          
Net asset value at beginning of period $9.11(1)  $10.22(1) 
Net investment loss  (0.30)(1)   (0.19)(1) 
Realized gain  0.05(1)   0.12(1) 
Change in unrealized appreciation/(depreciation)  0.71(1)   (0.06)(1) 
Benefit from taxes on unrealized depreciation of investments  —(1)   0.02(1) 
Dividends distributed  —   (0.04) 
Repurchase of common stock  0.12(1)   — 
Net asset value at end of period $9.69(1)  $10.08(1) 
Per share market value at end of period $5.41  $4.72 
Total return based on market value  24.65%(2)   (5.23)%(2) 
Total return based on net asset value  6.37%(2)   (0.59)%(2) 
Shares outstanding at end of period  21,606,894   22,181,003 
Ratios/Supplemental Data:
          
Net assets at end of period $209,379,965  $223,619,737 
Average net assets $201,557,182  $226,900,410 
Ratio of gross operating expenses to average net assets(3)  13.73%   7.53% 
Ratio of net income tax provisions to average net assets(3)  (0.05)%   (0.96)% 
Ratio of operating expenses to average net assets(3)  13.68%   6.57% 
Ratio of management fee waiver to average net assets(3)  (0.34)%   —% 
Ratio of net operating expenses to average net assets(3)  13.34%   6.57% 
Ratio of net investment loss to average net assets(3)  (13.04)%   (7.38)% 
Portfolio Turnover Ratio  0.00%   0.82% 

The Company is not currently a party to any material legal proceedings.
 

Operating Leases & Related Deposits


The Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability for the operating lease obligation. The lease commenced June 3, 2019 and expires July 31, 2024. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.

As of September 30, 2020, the Company has booked a right of use asset and operating lease liability of $673,030 and $673,030, respectively, on the Condensed Consolidated Statement of Assets and Liabilities. As of September 30, 2020 and December 31, 2019, the Company recorded a security deposit of $16,574 and $16,574, respectively, on the Condensed Consolidated Statement of Assets and Liabilities. For the three months ended September 30, 2020, and 2019, the Company incurred $46,811 and $22,211 of operating lease expense, respectively. For the nine months ended September 30, 2020 and 2019, the Company incurred $134,531 and $29,359 of operating lease expense, respectively. The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease. As of September 30, 2020, the remaining lease term was 3.8 years and the discount rate was 3.00%.

The following table shows future minimum payments under the Company's operating lease as of September 30, 2020:
For the Years Ended December 31,Amount
2020$44,177 
2021179,800 
2022185,194 
2023190,750 
2024113,604 
$713,525 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2017
(Unaudited)

2020

NOTE 7 — 8—FINANCIAL HIGHLIGHTS  – (continued)

  
 Nine Months
Ended
September 30,
2017		 Nine Months
Ended
September 30,
2016
Per Basic Share Data:
          
Net asset value at beginning of period $8.66(1)  $12.08(1) 
Net investment loss  (0.78)(1)   (0.23)(1) 
Realized loss  (1.10)(1)   (0.10)(1) 
Change in unrealized appreciation/(depreciation)  2.79(1)   (1.65)(1) 
Benefit from taxes on unrealized depreciation of investments  —(1)   0.02(1) 
Dividends distributed  —   (0.04) 
Repurchase of common stock  0.12(1)   — 
Net asset value at end of period $9.69(1)  $10.08(1) 
Per share market value at end of period $5.41  $4.72 
Total return based on market value  7.55%(2)   (28.03)%(2) 
Total return based on net asset value  11.89%(2)   (15.90)%(2) 
Shares outstanding at end of period  21,606,894   22,181,003 
Ratios/Supplemental Data:
          
Net assets at end of period $209,379,965  $223,619,737 
Average net assets $196,478,030  $250,723,620 
Ratio of gross operating expenses to average net assets(3)  12.74%   2.80% 
Ratio of net income tax provisions to average net assets(3)  (0.02)%   (0.29)% 
Ratio of operating expenses to average net assets(3)  12.72%   2.51% 
Ratio of management fee waiver to average net assets(3)  (0.36)%   —% 
Ratio of net operating expenses to average net assets(3)  12.36%   2.51% 
Ratio of net investment loss to average net assets(3)  (11.78)%   (2.72)% 
Portfolio Turnover Ratio  0.00%   4.05% 
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Per Basic Share Data
Net asset value at beginning of the period$11.84 $10.75 $11.38 $9.89 
Net investment loss(1)
(0.15)(0.24)(0.60)(0.35)
Net realized gain on investments(1)
0.13 0.09 0.54 0.57 
Net change in unrealized appreciation/(depreciation) of investments(1)
0.91 0.42 0.87 0.84 
Provision for taxes on unrealized appreciation of investments(1)
— — — 0.05 
Dividends declared(0.40)— (0.40)— 
Issuance of common stock from public offering0.24 — 0.30 — 
Deferred offering costs— — — — 
Issuance of common stock from conversion of 4.75% Convertible Notes due 2023(0.11)— (0.11)— 
Repurchases of common stock(1)
— 0.14 0.36 0.17 
Stock-based compensation(1)
— 0.08 0.12 0.07 
Net asset value at end of period$12.46 $11.24 $12.46 $11.24 
Per share market value at end of period$10.56 $6.24 $10.56 $6.24 
Total return based on market value(2)
24.68 %(2.50)%61.22 %19.54 %
Total return based on net asset value(2)
5.24 %4.56 %9.49 %13.65 %
Shares outstanding at end of period20,284,811 19,041,519 20,284,811 19,041,519 
Ratios/Supplemental Data:
Net assets at end of period$252,712,769 $213,949,030 $252,712,769 $213,949,030 
Average net assets$205,006,043 $215,020,159 $191,342,719 $207,111,511 
Ratio of gross operating expenses to average net assets(3)
5.81 %7.45 %7.45 %6.08 %
Ratio of income tax provision to average net assets— %— %— %(0.43)%
Ratio of net operating expenses to average net assets(3)
5.81 %7.45 %7.45 %5.65 %
Ratio of net investment income/(loss) to average net assets(3)
(5.02)%(8.77)%(6.82)%(4.46)%
Portfolio Turnover Ratio1.37 %4.80 %8.04 %12.72 %

(1)The per-share figures noted are based on a weighted average of 22,000,571, and 22,181,003 basic common shares outstanding for the three months ended September 30, 2017, and 2016, respectively. The per-share figures noted are based on a weighted average of 22,120,198 and 22,181,003 basic common shares outstanding for the nine months ended September 30, 2017 and 2016, respectively.
(2)Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the period. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.
(3)Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring
​
__________________
(1)Based on weighted-average number of shares outstanding for the relevant period.
(2)Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the year. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.
(3)Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Significant and material non-recurring expenses are not annualized. For each of the three and nine months ended September 30, 2017 and 2016, the Company did not incur any non-recurring expenses. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 20172020, the Company excluded $0 and $1,962,431, respectively of non-recurring expenses. For the three and nine months ended September 30, 2019, the Company excluded $0 and $(1,769,820), respectively, of non-recurring expenses and did not annualize the income tax provision. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.


(Unaudited)

NOTE 8 — 9—INCOME TAXES


The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and expectsyears. The Company intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. Accordingly, the Company must generally distribute at least 90% of its ICTIbe subject to qualify for the treatment accorded to a RIC. As part of maintaining tax treatment as a RIC undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth dayunder Subchapter M of the ninth month following the close of that fiscal year or (2) the extended due date for filing the U.S. federal income tax return for that fiscal year.

As a result of the Company electingCode and, as such, will not be subject to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return, it may be required to pay a corporate-level U.S. federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S. federal income tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.

To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the net built-in gains, if any, in its assets (the amount by whichCompany’s distributions for the net fair market valuefiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

During the three and nine months ended September 30, 2020, the Company declared distributions of $0.40 per share. The determination of the tax attributes of the Company’s assets exceeds the net adjusted basis in its assets)distributions is made annually as of the dateend of conversionthe Company’s taxable year generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year. As a result, a determination made on a by-dividend basis may not be representative of the actual tax attributes of the Company’s distributions for a full taxable year. If the Company had determined the tax attributes of our distributions taxable year-to-date as of September 30, 2020, 100% would be from net realized investment gains. However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of the Company’s fiscal year of 2020 distributions to stockholders will be.

As a RIC, the Company will be subject to a RIC (i.e., the beginning of the first taxable year that4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company qualifiesmakes distributions treated as dividends for U.S. federal income tax purposes in a RIC, which would be January 1, 2014)timely manner to its stockholders in respect of each calendar year of an amount at least equal to the extent thatsum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and net capital gains are recognized byfor preceding years, but not distributed during such years and on which the Company duringpaid no U.S. federal income tax. The Company will not be subject to this excise tax on any amount on which the applicable recognition period, which isCompany incurred U.S. federal corporate income tax (such as the five-year period beginningtax imposed on a RIC’s retained net capital gains).

Depending on the datelevel of conversion.

Any corporate-level built-in-gains tax is payable at the time the built-in gains are recognized (which generally will be the years in which the assets with the built-in-gains are soldtaxable income earned in a taxable transaction).year, the Company may choose to carry over taxable income in excess of current taxable year distributions from such taxable income into the next taxable year and incur a 4% excise tax on such taxable income, as required. The maximum amount of this tax will vary depending onexcess taxable income that may be carried over for distribution in the assets that are actually soldnext taxable year under the Code is the total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in this five-year period,a taxable year may differ from the actual amountCompany’s taxable income for that taxable year as such distributions may include the distribution of net built-in gaincurrent taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or loss presentreturns of capital.


The Company has taxable subsidiaries which hold certain portfolio investments in those assets asan effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the date of conversion,Code. These taxable subsidiaries are consolidated for U.S. GAAP and the effective tax ratesportfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements and are recorded at such times. The payment of any such corporate-level U.S. federalfair value. These taxable subsidiaries are not consolidated with the Company for income tax on built-in gains will be a Company expense that will reduce the amount available for distribution to stockholders. The built-in-gains tax is calculated by determining the RIC’s net unrealized built-in gains, if any, by which the fair market value of the assets of the RIC at the beginning of its first RIC year exceeds the aggregate adjusted basis of such assets at that time.

As of January 1, 2014, the Company had net unrealized built-in gains. It did not incur a built-in-gains tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses. The GSVC Holdings are C corporations for U.S. federalpurposes and statemay generate income tax purposes. The Company uses the assetexpense, or benefit, and liability method to account for the GSVC Holdings’ income taxes. Using this method, the Company recognizes deferred tax assets and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.


The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for the estimated future tax effects attributable to temporary differences between the financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carryforwardseach year, except that it may use to offset future tax obligations. The Company measures deferred tax assetsretain certain net capital gains for reinvestment and, liabilities usingdepending upon the enacted tax rates expected to apply tolevel of taxable income earned in a year, may choose to carry forward taxable income for distribution in the years in which it expects to recover or settle those temporary differences.

following year and pay any applicable U.S. federal excise tax.


As of both September 30, 20172020 and December 31, 3016,2019, the Company recorded a deferred tax liability of approximately $10.3$0.0 million of which approximately $10.2and $0.0 million, has been recordedrespectively. The Company is required to include net deferred tax provision/benefit in calculating its
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
total expenses even though these net deferred taxes are not currently payable/receivable. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the event thatrecognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are recognized by December 31, 2018, and approximately $0.2 million relates to the differencenot included in the book and tax basis of certain equity investments and tax net operating losses held by the GSVC Holdings.

taxable income until they are realized.


For U.S. federal and state income tax purposes, a portion of the GSVC Holdings’Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 8 — INCOME TAXES  – (continued)

The Company and the GSVC HoldingsTaxable Subsidiaries identified their major tax jurisdictions as U.S. federal and California and may be subject to the taxing authorities’ examination for the tax years 2013 – 20162016–2019 and 2012 – 2016,2015–2019, respectively.

The Further, the Company and the GSVC HoldingsTaxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred. As of September 30, 2017,2020, there were no material interest or penalties incurred related to uncertain tax positions.



NOTE 9 — 10—DEBT CAPITAL ACTIVITIES


4.75% Convertible Senior Notes Payable

due 2023


On September 17, 2013,March 28, 2018, the Company issued $69.0$40.0 million aggregate principal amount of Convertible Senior Notes,convertible senior notes, which bear interest at a fixed rate of 5.25%4.75% per year, payable semi-annually in arrears on March 1531 and September 1530 of each year, commencing on March 15, 2014 (the “Convertible Senior Notes”).September 30, 2018. The 4.75% Convertible Senior Notes mature on September 15, 2018,March 28, 2023 (the "4.75% Convertible Senior Notes due 2023"), unless previously repurchased or converted in accordance with their terms. The Company does not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to maturity. TheMarch 27, 2021. On or after March 27, 2021, the Company may redeem the 4.75% Convertible Senior Notes are convertible intodue 2023 for cash, in whole or from time to time in part, at the Company’s option if (i) the closing sale price of the Company’s common stock for at least 15 trading days (whether or not consecutive) during the period of any 20 consecutive trading days is greater than or equal to 150% of the conversion price on each applicable trading day, (ii) no public announcement of a pending, proposed or intended fundamental change has occurred which has not been abandoned, terminated or consummated, and (iii) no event of default under the indenture governing the 4.75% Convertible Senior Notes due 2023, and no event that with the passage of time or giving of notice would constitute an event of default under such indenture, has occurred or exists.

The initial conversion rate for the 4.75% Convertible Senior Notes due 2023 was 93.2836 shares of the Company’s common stock based onfor each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented an initial conversion price of approximately $10.72 per share. As a result of the Company’s Modified Dutch Auction Tender Offer and cash dividends, the conversion rate of 83.3596for the 4.75% Convertible Senior Notes due 2023 changed to 99.0298 shares of the Company’s common stock perfor each $1,000 of principal amount of the 4.75% Convertible Senior Notes due 2023, which is equivalent torepresents a current conversion price of approximately $12.00$10.10 per shareshare. Following certain corporate transactions that occur on or prior to the stated maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 4.75% Convertible Senior Notes due 2023 in connection with such a corporate transaction. If a fundamental change, as defined in the indenture governing the 4.75% Convertible Senior Notes due 2023, occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their 4.75% Convertible Senior Notes due 2023 at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date.

The indenture governing the 4.75% Convertible Senior Notes due 2023 contains customary financial reporting requirements and contains certain restrictions on mergers, consolidations, and asset sales. The indenture also contains certain events of default, the occurrence of which may lead to the 4.75% Convertible Senior Notes due 2023 being due and payable before their maturity or immediately.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
For the three and nine months ended September 30, 2020 the Company issued 174,393 shares of its common stock.

stock and cash for fractional shares upon the conversion of $1,780,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023. Refer to "Note 12 — Subsequent Events" for additional information.


The table below shows a reconciliation from the aggregate principal amount of 4.75% Convertible Senior Notes due 2023 to the balance shown on the Condensed Consolidated StatementsStatement of Assets and Liabilities.

  
 September 30,
2017		 December 31,
2016
   (Unaudited)
Aggregate principal amount of Convertible Senior Notes $69,000,000  $69,000,000 
Unamortized embedded derivative discount  (149,721)   (261,099) 
Direct deduction of deferred debt issuance costs  (687,555)   (1,226,103) 
Convertible Senior Notes $68,162,724  $67,512,798 
​September 30, 2020December 31, 2019
Initial aggregate principal amount of 4.75% Convertible Senior Notes due 2023$40,000,000 $40,000,000 
Conversion of 4.75% Convertible Senior Notes due 2023$(1,780,000)$— 
Direct deduction of deferred debt issuance costs$(914,392)$(1,196,365)
4.75% Convertible Senior Notes due 2023 Payable$37,305,608 $38,803,635 


As of September 30, 2017 and December 31, 2016,2020 the principal amount of the 4.75% Convertible Senior Notes exceededdue 2023 did not exceed the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

The If the share price of our common stock exceeds $10.10 per share it may be advantageous for note holders to convert their 4.75% Convertible Senior Notes due 2023 to our common stock.


The 4.75% Convertible Senior Notes due 2023 are the Company’s general, unsecured, senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the 4.75% Convertible Senior Notes due 2023, equal in right of payment to any existing and future unsecured indebtedness that is not so subordinated to the 4.75% Convertible Senior Notes due 2023, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

The


In connection with the issuance of the 4.75% Convertible Senior Notes containeddue 2023, the Company was required under the terms of the Credit Facility (defined below) to deposit any proceeds from the 4.75% Convertible Senior Notes due 2023 offering into an interest make-whole payment provision pursuantaccount at Western Alliance Bank and was required to which holders who converted their notesmaintain at least $65.0 million (or such lesser amount to the extent such funds are used to repay or repurchase a portion of the outstanding 5.25% Convertible Senior Notes due 2018 prior to their maturity and repayment in full) in an account at Western Alliance Bank until such time as the 5.25% Convertible Senior Notes due 2018 were repaid in full. The 5.25% Convertible Senior Notes due 2018 matured on September 15, 2016, would receive, in addition to a number of shares of2018, at which time the Company’s common stock calculated atCompany repaid the applicable conversion rate for theremaining outstanding aggregate principal amount of notes being converted, the cash proceeds from the sale by the escrow agent of the portion of the U.S. Treasury Strips in the escrow account that were remaining with respect to any of the first six interest payments that had not been made on the notes being converted. Under FASB ASC 815-10-15-74(a), the interest make-whole payment was considered an embedded derivative and was separated from the host contract, the5.25% Convertible Senior Notes and carried at fair value. The interest make-whole payment provision


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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 9 — DEBT CAPITAL ACTIVITIES  – (continued)

expired on September 15, 2016 renderingdue 2018, including accrued but unpaid interest. In addition, the embedded derivative with no value, however the original value of the embedded derivative of $700,000 continues to be amortized over the life of the Convertible Senior Notes.

Credit Facility

matured on May 31, 2019. As a result, the company is no longer subject to such requirements.


Western Alliance Bank Credit Facility


The Credit Facility matured on May 31, 2019. There were no borrowings by the Company from the Credit Facility during the year ended December 31, 2019.

The Company entered into a Loan and Security Agreement, effective May 31, 2017 and amended on March 22, 2018 (the “Loan Agreement”), with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide the Company with a $12.0 million senior secured revolving credit facility (the “Credit Facility”). The Credit Facility, among other things, maturesmatured on the later of (i) August 15, 2018 or (ii) thirty days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018.

The Credit Facility bearsMay 31, 2019 and bore interest at a per annum rate equal to the prime rate plus 3.50%. In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement requiresrequired payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears.


Under the Loan Agreement, the Company has made certain customary representations and warranties and iswas required to comply with various affirmative and negative covenants, reporting requirements, and other customary requirements for similar credit facilities, including, without limitation, restrictions on incurring additional indebtedness (with unsecured longer-term indebtedness limited to $70.0 million in the aggregate), compliance with the asset coverage requirements under the 1940 Act, a minimum net asset value requirement of at least the greater of $60.0 million or five times the amount of the Credit Facility, a
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
limitation on the Company’s net asset value being reduced by more than 15% of its net asset value at December 31, 2016, and maintenance of RIC and business development companyBDC status. The Loan Agreement includesincluded usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, the cessation of the Investment Advisory Agreement, and the occurrence of a material adverse effect. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all covenants of the Credit Facility.


The Credit Facility iswas secured by substantially all of the Company’s property and assets, except for the Company’s assets pledged to secure certain obligations in connection with the Company’s issuance of the Convertible Senior Notes and as may be pledged in connection with any future issuance by the Company of Convertible Senior Notes on substantially similar terms.assets. As of September 30, 2017,2020 and December 31, 2019, the Company had $8.0 million inno borrowings outstanding under the Credit Facility.

Silicon Valley BankFacility, as the Credit Facility

The Company entered into a Loan matured on May 31, 2019.


NOTE 11—STOCK-BASED COMPENSATION
2019 Equity Incentive Plan
On June 5, 2019, our Board of Directors adopted, and Security Agreement, effective December 31, 2013our stockholders approved, an equity-based incentive plan (the “SVB Loan Agreement”"2019 Equity Incentive Plan”), with Silicon Valley Bank, pursuantwhich authorizes equity awards to which Silicon Valley Bank agreedbe granted for up to provide1,976,264 shares of our common stock. Under the 2019 Equity Incentive Plan, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or the Company’s present or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which are eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share shall be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant. The fair market value shall be the closing price of the shares on the Nasdaq Capital Market on the date of grant.

On July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan with an $18.0 million credit facility (the “SVB Credit Facility”). The SVB Credit Facility expired on December 31, 2016 in accordance with its terms. Under the SVB Credit Facility, the Company was permitted to borrow an amountexercise price equal to the lessermarket price of $18.0 million or 20%our common stock at the grant date. These stock options have a vesting period of 3 years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

Cancellation of Stock Option Awards Under 2019 Equity Incentive Plan

On April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment pursuant to an option cancellation agreement (the "Option Cancellation Agreement"). As a result, there are no stock option awards currently outstanding under the 2019 Equity Incentive Plan. In accordance with FASB ASC 718, Compensation – Stock Compensation ("ASC 718"), all unrecognized compensation cost related to still unvested shares was recognized as of the Company’s then-current net asset value.

The SVB Credit Facility bore interest atdate of cancellation. For more information, including a per annum rate equaldescription of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April 29, 2020. Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the greatertext of (i)such Option Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the primeperiod ended March 31, 2020 filed with the SEC on May 8, 2020.


The Company follows ASC 718 to account for stock options granted. Under ASC 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate, plus 4.75% or (ii) 8.0%and expected option life. The time-based options granted on amounts drawnJuly 17, 2019 were ascribed a weighted-average fair value of $2.57 per share. The fair value of options granted under the SVB Credit Facility2019 Equity Incentive Plan was based onupon a 360-day year. In addition, a fee of $180,000 per annum (1.0% ofBlack Scholes option pricing model using the $18.0 million revolving line of credit) was charged underassumptions in the SVB Loan Agreement. Under the terms of the SVB Credit Facility, the Company was required to repay all

following table:

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GSV



SURO CAPITAL CORP. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 20172020
Input AssumptionsAs of July 17, 2019 Grant Date
Term (years)5.55
Volatility39.47%
Risk-free rate1.86%
Dividend yield—%
Number of SharesWeighted-Average Exercise PriceWeighted-Average Grant Date Fair Value
Outstanding as of December 31, 2018— 
Granted1,165,000 $6.57 $2.57 
Exercised— 
Forfeited(6,667)$6.57 $2.57 
Expired(3,333)$6.57 $2.57 
Outstanding as of December 31, 20191,155,000 $6.57 
Vested and Exercisable as of December 31, 2019385,000 $6.57 $2.57 
Cancelled(1,155,000)$6.57 $2.57 
Outstanding as of September 30, 2020— 

(Unaudited)

NOTE 9 — DEBT CAPITAL ACTIVITIES  – (continued)

outstanding borrowings on the SVB Credit Facility so that there is at least one 30-day period every 12 months during which the Company has no balance outstanding. The Company made certain customary representations and warranties under the SVB Loan Agreement and was required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The SVB Loan Agreement included usual and customary events of default for credit facilities of a similar nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, change of control, and the occurrence of a material adverse effect.

The SVB Credit Facility was secured by all of the Company’s property and assets, except for the Company’s assets pledged to secure certain obligations in connection with the Company’s issuance of the Convertible Senior Notes. Borrowing under the SVB Credit Facility was subject to the leverage restrictions contained in the 1940 Act. In addition, under the SVB Loan Agreement, the Company agreed not to incur certain additional permitted indebtedness in an aggregate amount exceeding 50% of the Company’s then-applicable net asset value.

For the three and nine months ended September 30, 2017,2020, we recognized stock-based compensation expense of $0 and $1,962,431, respectively, related to the cancellation of all granted vested and unvested options, and the amount of cash received from the exercise of stock options was $0 and $0, respectively. As of September 30, 2020, there was $0 of total unrecognized compensation cost related to non-vested stock options granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

Amended and Restated 2019 Equity Incentive Plan

On June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company had average borrowingsis authorized to grant equity awards for up to 1,627,967 shares of its common stock. In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.

Under the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $50,000 worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $50,000 in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).

Other than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable. The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding undercommon stock (a “10% Stockholder”), will not be eligible for the Credit Facilitygrant of $782,609 and $351,648, respectively. Foran incentive stock option unless the three andexercise price of the incentive stock option is at least 110% of the fair market value
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
of the Company’s common stock on the date of grant. Generally, no Option will be exercisable after the expiration of ten years from the date of grant. In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.

During the nine months ended September 30, 2016,2020, the Company had average borrowings outstandinggranted 21,760 restricted shares to its non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan. The Company determined that the fair values, based on the grant date close price, of such restricted shares granted under the SVB Credit FacilityAmended & Restated 2019 Equity Incentive Plan during the nine months ended September 30, 2020 were approximately $200,000 in the aggregate. As of $266,304 and $140,511 respectively.

September 30, 2020, there were approximately $200,000 of total unrecognized compensation costs related to the restricted share grants. These costs related to the annual grants to non-employee directors are expected to be recognized upon vesting, which is approximately one year from the date of grant.


The following table summarizes the activities for the Company’s restricted share grants for the nine months ended September 30, 2020 under the Amended & Restated 2019 Equity Incentive Plan:
Number of Restricted Shares
Outstanding as of December 31, 2019— 
Granted21,760 
Exercised— 
Forfeited— 
Expired— 
Outstanding as of September 30, 202021,760 
Vested and Exercisable as of September 30, 2020— 


NOTE 10 — 12—SUBSEQUENT EVENTS


Portfolio Activity


From October 1, 20172020 through November 9, 2017,6, 2020, the Company did not purchase anyexited or received proceeds from the following investments.

Portfolio CompanyTransaction DateInvestmentShares
Average Net Share Price(1)
Net ProceedsRealized Gain or Income
Palantir Technologies, Inc.(2)
VariousCommon shares, Class A754,738 $10.04 $7,576,968 $5,388,228 
Palantir Lending Trust SPV I(3)
VariousCollateralized Loan 15% due 6/19/2022N/AN/A$6,609,813 $376,625 
Palantir Lending Trust SPV I(4)
VariousEquity Participation in Underlying CollateralN/AN/A$790,187 $790,187 
Total$14,976,968 $6,555,040 
__________________
(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)As of November 6, 2020, we held 4,618,952 remaining restricted Class A common shares of Palantir Technologies, Inc.
(3)As of November 6, 2020, $6,609,813 was received from Palantir Lending Trust SPV I. Of the proceeds received, approximately $6.2 million repaid a portion of the $6.9 million outstanding principal and approximately $0.4 million was attributed to the accrued guaranteed interest. As of November 6, 2020, the remaining principal outstanding on the promissory note was approximately $0.7 million and approximately $0.4 million of guaranteed interest was still expected to be received.
(4)The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc. to which SuRo Capital Corp. retains a beneficial equity upside interest. As of November 6, 2020, 1,420,843 Class A common shares remain in Palantir Lending Trust SPV I, a portion of which are subject to certain lock-up restrictions. The realized gain from SuRo Capital Corp.'s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the existing promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
From October 1, 20172020 through November 9, 2017,6, 2020, the Company soldfunded investments in an aggregate amount of $16,755,417, net of$9,999,982 (not including capitalized transaction costs,costs) as shown in the following table:

     
Portfolio Company Transaction
Date		 Shares Sold Average Net
Share Price(1)		 Net Proceeds Realized Gain
Spotify Technology S. A  10/13/2017   3,657  $3,800.00  $13,896,600  $8,683,977 
  
                         
Chegg, Inc.  10/19/2017   100,028   15.69   1,569,003   383,098 
Chegg, Inc.  10/20/2017   82,164   15.70   1,289,814   315,700 
       182,192   15.69   2,858,817   698,798 
Total          $16,755,417  $9,382,775 

(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
Portfolio CompanyInvestmentTransaction DateGross Payments
Blink Health, Inc.Preferred Shares, Series A10/27/2020$4,999,995 
Blink Health, Inc.Preferred Shares, Series C10/27/2020$4,999,987 
Total$9,999,982 

As announced on October 11, 2017, Vista Equity Partners (“Vista”), a leading investment firm focused on software, data, and technology-enabled businesses, announced that it has entered into a definitive agreement to make a majority investment in JAMF Holdings, Inc., one of the Company’s portfolio companies and the leader in Apple device management. Financial terms of the deal were not disclosed. The transaction is expected to close in the fourth quarter of 2017.


The Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination


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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 10 — SUBSEQUENT EVENTS  – (continued)

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

Share Repurchase Program


Dividends

On September 25, 2020, the Company’s Board of Directors declared a dividend of $0.25 per share paid, in cash, on October 20, 2020 to stockholders of record as of the close of business on October 5, 2020.

On October 28, 2020, the Company’s Board of Directors declared a dividend of $0.25 per share payable on November 30, 2020 to stockholders of record as of the close of business on November 10, 2020. The dividend will be paid in cash.

Conversion of 4.75% Convertible Senior Notes due 2023

Effective as of October 5, 2020, the conversion price applicable to the 4.75% Convertible Senior Notes due 2023 was adjusted to $9.84 per share (101.6664 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023) from the most recent conversion price of $10.10 per share (99.0298 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023), which had been in effect since August 11, 2020. The adjustment to the conversion rate of the 4.75% Convertible Senior Notes due 2023 was made pursuant to the supplemental indenture governing the 4.75% Convertible Senior Notes due 2023 as a result of the Company’s cash dividend of $0.25 per share, paid on October 20, 2020 to stockholders of record as of the close of business on October 5, 2020.

From October 1, 20172020 through November 9, 2017,6, 2020, the Company repurchased 285,012issued 495 shares of its common stock pursuant toand cash for fractional shares upon the conversion of $5,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

Share Repurchase Program at an average price of $5.73 per share.

Management Transition


On October 17, 2017, Mark Flynn resigned from his positions as President28, 2020, our Board of the Company and asDirectors authorized a member of the Company’s board of directors, effective October 17, 2017. In connection with Mr. Flynn’s resignation, the Company’s board of directors reduced the number of directors that constitute the full board to six (6) directors from seven (7) directors. Mr. Flynn will continue to provide services to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

In addition, on October 17, 2017, the Company’s board of directors appointed William Tanona to serve as President of the Company, effective October 17, 2017, in order to fill the vacancy created by Mr. Flynn’s resignation as President of the Company. Mr. Tanona previously served, and continues to serve, as Chief Financial Officer, Treasurer and Corporate Secretary of the Company.

On November 7, 2017, the Company’s board of directors authorized an extension of, and an$10.0 million increase in the amount of shares of the Company’sour common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018October 31, 2021 or (ii) the repurchase of $10.0$40.0 million in aggregate amount of the Company’sshares our common stock.


Under the Share Repurchase Program, the Companywe may repurchase itsour outstanding common stock in the open market provided that the Company complieswe comply with the prohibitions under itsour insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act.

Management Fee Waiver

Act of 1934, as amended. Please refer to "Note 5 — Common Stock" for additional information on the Share Repurchase Program.


From October 1, 2020 through November 6, 2020, the Company repurchased 371,283 additional shares under the Share Repurchase Program for an aggregate purchase price of $3.1 million.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
At-the-Market Offering

From October 1, 2020 through November 6, 2020, the Company did not issue or sell any Shares under the ATM Program. As of November 6, 2020, up to approximately $99.1 million in aggregate amount of the Shares remain available for sale under the ATM Program.

COVID-19

The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S. economy. Subsequent to quarter-end, GSV Asset Management voluntarily agreed to extend its waiverSeptember 30, 2020, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S. and global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as a result, may have adverse effects on the Company’s operations. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain. The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

As of November 6, 2020, there is no indication of a portion ofreportable subsequent event impacting the advisory fees payable byCompany’s financial statements for the three months ended September 30, 2020. The Company continues to GSV Asset Management underobserve and respond to the Advisory Agreement. Under the extension of the waiver, through December 31, 2018, the Company will pay GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.0% base management fee payable under the Advisory Agreement. This waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company.

evolving COVID-19 environment and its potential impact on areas across its business.


NOTE 11 — 13—SUPPLEMENTAL FINANCIAL DATA

Under Rule 6-03


Summarized Financial Information of Unconsolidated Subsidiaries

In accordance with the SEC’s Regulation S-X and in accordance with GAAP, as an investment company, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Company has a controlling interest. However,interest; however, the Company must disclose certain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.

During the three and nine months ended As of September 30, 2017 and 20162020, the Company had investments in at least one portfolio company considered to be a significant subsidiary under SEC Regulation S-X Rule 10-01(b)(1) and Regulation S-X Rule 4-08(g).


In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final adopted a new definition of “significant subsidiary” set forth in aRule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that qualified asmeets the definition of “significant subsidiary.” The Final Rules amend the definition of “significant subsidiary” in a manner that is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. This new definition eliminates the asset test, and revises the investment and income tests for registered investment companies and BDCs. The Final Rules will be effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The Company has elected to comply in advance of the effective date for the quarter ended September 30, 2020.

As a result of the new definition of a “significant subsidiary” underset forth in Rule 1-02(w)(2) the applicable rulesCompany’s only “subsidiary” as of Regulation S-X. Accordingly, comparativeSeptember 30, 2020, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) does not meet the definition of a “significant subsidiary” set forth in Rule 1-02(w)(2). For comparability purposes the Company has omitted the previously disclosed summarized financial information is presented below for our unconsolidatedof the Company’s significant subsidiaries for the three and nine monthsquarter ended September 30, 2017 and 2016:

2019 as the Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 11 — SUPPLEMENTAL FINANCIAL DATA  – (continued)

  
Income Statement Data for the Three Months Ended: September 30, 2017 September 30, 2016
Revenue $5,745,750  $5,995,846 
Gross profit  4,623,687   4,717,151 
Loss from operations  (729,028)   (1,679,034) 
Total net income including net income attributable to non-controlling interest  —   — 
Net loss attributable to controlling interest  (729,028)   (1,679,034) 

  
Income Statement Data for the Nine Months Ended: September 30, 2017 September 30, 2016
Revenue $17,442,574  $16,599,214 
Gross profit  14,229,837   13,043,312��
Loss from operations  (2,128,030)   (6,644,452) 
Total net income including net income attributable to non-controlling interest  —   — 
Net loss attributable to controlling interest  (2,128,030)   (6,644,452) 

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements

statements


This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.


The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:


•the effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S. and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted service, and the regulatory environment in which we operate;

•    our future operating results;

•    our business prospects and the prospects of our portfolio companies;

•    the impact of investments that we expect to make;

•    our contractual arrangements and relationships with third parties;

•    the dependence of our future success on the general economy and its impact on the industries in which we invest;

•    the ability of our portfolio companies to achieve their objectives;

•    our expected financings and investments;

•    the adequacy of our cash resources and working capital; and

•    the timing of cash flows, if any, from the operations of our portfolio companies.


These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:


•    an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•    an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

•    a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

•    interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and

•    the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in thisour quarterly reportreports on Form 10-Q, and our annual report on Form 10-K, and in our other filings with the SEC.


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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in thisour quarterly reportreports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors” section.sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q.


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The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

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Overview


We are an externally managed,internally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, Act. as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We haveacquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. We may also invested,invest on an opportunistic basis in select publicly traded equity securities of rapidly growing companies that otherwise meet our investment criteria, and may continue to do so in the future. In addition, while we invest primarily in U.S. companies, we may invest on an opportunistic basis inor certain non-U.S. companies that otherwise meet our investment criteria. criteria, subject to applicable requirements of the 1940 Act.

In regardsregard to the regulatory requirements for business development companiesBDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

We acquire our investments in portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies and negotiations with selling stockholders. Our investment activities are managed by GSV Asset Management. GSV Capital Service Company provides the administrative services necessary for us to operate.


Our investment philosophy is premisedbased on a disciplined approach of identifying promising investments in high-growth, emergingventure-backed companies across several key industry themes thatwhich may include, among others, social mobile, cloud computing and big data, internet commerce, sustainabilityfinancial technology, mobility, and education technology. GSV Asset Management’senterprise software. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and cash flow and cost structures,path to profitability, as well as an understanding of key market fundamentals. Many of the companies that our investment adviser, GSV Asset Management, evaluates have financial backing from top-tier ventureVenture capital funds or other financial or strategic sponsors.

institutional investors have invested in the vast majority of companies that we evaluate.


We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income-producing,non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. OurAs our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

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


Name Change to SuRo Capital Corp.

Articles of Amendment

On and effective June 22, 2020, the Company changed its name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp” (the“Name Change”) by filing Articles of Amendment (the “Articles of Amendment”) to its Articles of Amendment and Restatement, as amended (the “Charter”), with the Department of Assessments and Taxation of the State of Maryland to effect the Name Change. In accordance with the Maryland General Corporation Law and the Charter, the Company’s board of directors approved the Name Change and the Articles of Amendment. Stockholder approval was not required.

Second Amended and Restated Bylaws

In connection with the Name Change, the Company’s board of directors also approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”) to reflect the Name Change. The Amended and Restated Bylaws became effective on June 22, 2020 and did not require stockholder approval.

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

Internalization of Operating Structure

On and effective March 12, 2019 (the "Effective Date"), our Board of Directors approved internalizing our operating structure ("Internalization") and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, LLC (“GSV Asset Management”), pursuant to an investment advisory agreement (the “Investment Advisory Agreement”), and our former administrator, GSV Capital Service Company, LLC (“GSV Capital Service Company”), provided the administrative services necessary for our operations pursuant to an administration agreement (the “Administration Agreement”). In connection with our Internalization, the Investment Advisory Agreement and the Administration Agreement were terminated as of the Effective Date, and as a result no fees or expenses will be due or payable under the Investment Advisory Agreement and the Administration Agreement going forward.

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

Recent COVID-19 Developments

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

We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence and investing processes, and financial markets. Given the fluidity of the situation, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows at this time. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Furthermore, the impact of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the financial markets remain unknown.

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TABLE OF CONTENTSInvestments — (Portfolio Activity)


Portfolio and Investment Activity

Nine Months Ended September 30, 2020

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of September 30, 2017,2020, of all of our portfolio investments, excluding U.S. Treasury Bills and Strips,bills, was $289,776,082. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2017 for further detail.

$215,446,200.


During the nine months ended September 30, 20172020, we did not fund anyfunded investments andin an aggregate amount of $15,214,694 (not including capitalized transaction costs) as shown in the following table:

Portfolio CompanyInvestmentTransaction DateGross Payments
Neutron Holdings, Inc. (d/b/a Lime)Convertible Promissory Note5/11/2020$506,339 
Rent the Runway, Inc.Preferred Shares6/17/20205,000,001 
Palantir Lending Trust SPV ICollateralized Loan6/19/20206,870,000 
Coursera, Inc.Preferred Shares, Series F7/15/20202,838,354 
Total$15,214,694
​

    During the nine months ended September 30, 2020, we capitalized fees of $2,080.$182,817.

    During the nine months ended September 30, 2020, we exited investments in an amount of $15,779,482, net of transaction costs, and realized a net gain on investments of approximately $9,332,643 (including U.S. Treasury investments) as shown in following table:
Portfolio InvestmentTransaction DateShares
Average Net Share Price (1)
Net Proceeds
Realized Gain/(Loss)(2)
Parchment, Inc.1/31/20203,200,512 $3.40 $10,876,621 $6,875,639 
4C Insights (f/k/a The Echo Systems Corp.)(3)
7/29/2020436,2191.85 807,952 (628,452)
Palantir Technologies, Inc.(4)
9/30/2020400,00010.24 4,094,909 3,006,451 
Total$15,779,482 $9,253,638 
​

(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)Realized gain/(loss) does not include realized gain or loss incurred on the maturity of our U.S. Treasury investments.
(3)On July 29, 2020 SuRo Capital Corp. exited its investment in 4C Insights (f/k/a The Echo Systems Corp.). In connection with this exit, SuRo Capital Corp. received 112,374 Class A common shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in escrow. As of September 30, 2020, all remaining shares of 4C Insights (f/k/a The Echo System) held by us had been sold, subject to an escrow receivable of $56,124.
(4)As of September 30, 2020, we held 5,373,690 Class A common shares of Palantir Technologies, Inc. Of the remaining shares, 754,738 were unrestricted and 4,618,952 were subject to lock-up restrictions.

    During the nine months ended September 30, 2020, we did not write-off any investments and our CUX, Inc. (d/b/a CorpU) Series D preferred warrants with a strike price of $4.59, expired on February 14, 2020.

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The table below summarizes

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

Nine Months Ended September 30, 2019

    During the nine months ended September 30, 2019, we funded investments in an aggregate amount of $25,280,000 (not including capitalized transaction costs) as shown in the following table:
Portfolio CompanyInvestmentTransaction DateGross Payments
Neutron Holdings, Inc. (d/b/a Lime)Preferred Shares, Series D1/25/2019$10,000,000 
Aspiration Partners, Inc.Convertible Promissory Note 5% Due 1/31/20218/12/2019$280,000 
GreenAcreage Real Estate Corp.Common shares8/12/2019$7,500,000 
Treehouse Real Estate Investment Trust, Inc.Common shares9/11/2019$7,500,000 
Total$25,280,000
​

    During the nine months ended September 30, 2019, we capitalized fees of $29,145.

    During the nine months ended September 30, 2019, we sold investments in an amount of $52,322,735, net of transaction costs, and realized a net gain on investments of approximately $9,524,540 (including U.S. Treasury investments) as shown in following table:
Portfolio InvestmentTransaction DateShares Sold
Average Net Share Price (1)
Net Proceeds
Realized Gain/(Loss)(2)
Declara, Inc.(3)
3/11/2019— $— $— $(12,334,151)
Spotify Technologies S.A.(4)
Various235,360 138.29 32,547,633 22,545,550 
Dropbox, Inc.(5)
Various874,990 22.54 19,723,591 6,066,664 
Knewton, Inc.(6)
5/31/2019— — 51,511 (5,083,701)
Total$52,322,735 $11,194,362 
​
__________________
(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.​
(2)Realized gain/(loss) does not include amounts held in escrow or wrote-off duringany realized gain or loss incurred on the maturity of our U.S. Treasury investments.
(3)On March 11, 2019, Declara, Inc. entered into a definitive agreement to be acquired by Declara Holdings, Inc., a subsidiary of Futuryng, Inc. Despite the existence of an earn-out provision, as a result of the transaction, the Company does not expect to receive any proceeds. The exit of Declara, Inc. included a 12% Convertible Promissory Note with a principal value of $2,334,152.
(4)As of September 30, 2020 we held 0 remaining shares of Spotify Technologies S.A.
(5)AS of September 30, 2020 we held 0 remaining shares of Dropbox, Inc.
(6)On May 31, 2019, a sale of substantially all of Knewton, Inc. to Wiley Education was completed.

    During the nine months ended September 30, 2019, we did not write-off any investments.

Results of Operations

Comparison of the three and nine months ended September 30, 2017:

2020 and 2019
    
 Three Months Ended
September 30, 2017		 Nine Months Ended
September 30, 2017
Portfolio Company Net Proceeds Realized
Gains/
(Losses)(1)		 Net Proceeds Realized
Gains/
(Losses)(1)
AliphCom, Inc. (d/b/a Jawbone) $—  $—  $—  $(793,152) 
AlwaysOn, Inc.  —   —   —   (1,903,414) 
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)  —   —   —   (14,272,840) 
Cricket Media (f/k/a ePals Corporation)  —   —   —   (2,448,959) 
EarlyShares.com, Inc.  —   —   —   (312,438) 
Orchestra One, Inc. (f/k/a Learnist, Inc.)  —   —   —   (4,959,614) 
Global Education Learning (Holdings) Ltd.  —   —   —   (675,495) 
Chegg, Inc.  5,739,897   990,489   5,739,897   990,489 
Snap, Inc.  4,033,360   31,090   4,033,360   31,090 
Total Sales $9,773,257  $1,021,579  $9,773,257  $(24,344,333) 

(1)Realized gains/(losses) exclude any realized gains/(losses) incurred on the maturity of our treasury investments.

The table below summarizes the portfolio investments we sold or wrote-off during

Operating results for the three and nine months ended September 30, 2016:

    
 Three Months Ended
September 30, 2016		 Nine Months Ended
September 30, 2016
Portfolio Company Net Proceeds Realized
Gains/
(Losses)(1)		 Net Proceeds Realized
Gains/
(Losses)(1)
Bloom Energy Corporation $—  $—  $2,973,438  $(882,162) 
Gilt Groupe Holdings, Inc.  —   —   427,270   (6,167,164) 
Lyft, Inc.  4,080,000   2,351,752   7,651,890   4,430,220 
Twitter, Inc.  14,578,469   306,603   14,578,469   306,603 
Total Sales $18,658,469  $2,658,355  $25,631,067  $(2,312,503) 

(1)Realized gains/(losses) exclude any realized gains/(losses) incurred on the maturity of our treasury investments.
2020 and 2019 are as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Total Investment Income$408,107 $380,226 $901,384 $1,095,428 
Interest income284,357 380,226 471,384 895,428 
Dividend income123,750 — 430,000 200,000 
Total Operating Expenses$2,995,998 $5,082,430 $11,161,216 $7,983,161 
Management fees— — — 848,723 
Incentive fees/(Reversal of incentive fee accrual)— — — (4,660,472)
Costs incurred under Administration Agreement— — — 306,084 
Directors’ fees111,250 99,620 333,750 272,120 
Professional fees714,345 807,143 2,532,183 4,179,093 
Compensation expense1,030,239 3,070,409 4,960,679 3,702,517 
Interest expense555,935 591,512 1,697,962 1,795,885 
Tax expense(1,657)954 46,598 34,666 
Other expenses585,886 512,792 1,590,044 1,504,545 
Net Investment Loss$(2,587,891)$(4,702,204)$(10,259,832)$(6,887,733)
Net realized gain on investments2,378,390 1,772,961 9,332,643 11,297,501 
Net change in unrealized appreciation/(depreciation) of investments16,129,442 8,190,695 14,985,703 16,450,126 
Benefit from taxes on unrealized depreciation of investments— — — 885,566 
Net Change in Net Assets Resulting from Operations$15,919,941 $5,261,452 $14,058,514 $21,745,460 
​

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Results of Operations — For the Three and Nine Months Ended September 30, 2017 and 2016

Operating results

Investment Income

Investment income increased to $408,107 for the three months ended September 30, 20172020 from $380,226 for the three months ended September 30, 2019. The net increase between periods was not material and 2016 are as follows:

    
 September 30, 2017 September 30, 2016
   Total Per Basic
Share(1)		 Total Per Basic
Share(1)
Total Investment Income $174,912  $0.01  $86,648  $0.00 
Interest income/(reversal of interest accrual)  (88)   —   86,648   0.00 
Dividend income  175,000   0.01   —      
Other income  —   —   —      
Gross Operating Expenses  6,975,539   0.32   4,308,303   0.19 
Management fee waiver  (174,666)   (0.01)   —   — 
Net Operating Expenses  6,800,873   0.31   4,308,303   0.19 
Management fees  1,397,332   0.06   1,625,963   0.07 
Incentive fees  3,334,052   0.15   220,719   0.01 
Costs incurred under administration agreement  472,413   0.02   627,444   0.03 
Directors’ fees  86,250   —   86,250   0.00 
Professional fees  353,933   0.02   416,353   0.02 
Interest expense  1,207,548   0.05   1,189,736   0.05 
Tax expense  4,889   —   —   — 
Other expenses  119,122   0.01   141,838   0.01 
Net investment loss  (6,625,961)   (0.30)   (4,221,655)   (0.19) 
Net realized gain on investments  1,033,577   0.05   2,658,715   0.12 
Net change in unrealized appreciation/(depreciation) of investments  15,636,683   0.71   (1,261,709)   (0.06) 
Benefit from taxes on unrealized depreciation  26,705   —   551,310   0.02 
Net increase/(decrease) in net assets resulting from operations $10,071,004  $0.46  $(2,273,339)  $(0.10) 

(1)The per-share figures noted are based on a weighted average of 22,000,571 and 22,181,003 basic common shares outstanding for the three months ended September 30, 2017 and 2016, respectively.
was generally due to an increase in dividend income received from GreenAcreage Real Estate Investment Trust, Inc. partially offset by a decrease in accrued

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Operating results


interest income due to the placement of some debt investments on non-accrual status during the three months ended September 30, 2020, relative to the three months ended September 30, 2019.

Investment income decreased to $901,384 for the nine months ended September 30, 2017 and 2016 are as follows:

    
 September 30, 2017 September 30, 2016
   Total Per Basic Share(1) Total Per Basic Share(1)
Total Investment Income $883,964  $0.04  $135,181  $0.01 
Interest income  335,868   0.02   135,181   0.01 
Dividend income  475,000   0.02   —   — 
Other income  73,096   —   —   — 
Gross Operating Expenses  18,727,464   0.85   5,261,869   0.24 
Management fee waiver  (526,366)   (0.02)   —   — 
Net Operating Expenses  18,201,098   0.83   5,261,869   0.24 
Management fees  4,210,932   0.19   5,324,186   0.24 
Incentive fees/(reversal of incentive fee accrual)  7,482,185   0.34   (7,805,089)   (0.35) 
Costs incurred under administration agreement  1,453,007   0.07   1,926,085   0.09 
Directors’ fees  242,230   0.01   258,750   0.01 
Professional fees  1,318,931   0.06   1,441,856   0.07 
Interest expense  3,489,381   0.16   3,557,225   0.16 
Tax expense  51,379   —   —   — 
Other expenses  479,419   0.02   558,856   0.03 
Net investment loss  (17,317,134)   (0.78)   (5,126,688)   (0.23) 
Net realized loss on investments  (24,327,082)   (1.10)   (2,311,994)   (0.10) 
Net change in unrealized appreciation/
                    
(depreciation) of Investments  61,669,476   2.79   (36,616,596)   (1.65) 
Benefit from taxes on unrealized depreciation  26,705   —   551,310   0.02 
Net increase/(decrease) in net assets resulting from operations $20,051,965  $0.91  $(43,503,968)  $(1.96) 

(1)The per-share figures noted are based on a weighted average of 22,000,571 and 22,181,003 basic common shares outstanding2020 from $1,095,428 for the nine months ended September 30, 2017 and 2016, respectively.

Comparison of the Three and Nine Months Ended September 30, 20172019. The net decrease between periods was generally due to a decrease in accrued interest income due to renegotiation of certain debt investments and 2016

the placement of some debt investments on non-accrual status partially offest by an increase in dividend income received from Treehouse Real Estate Investment Income

Investment income increasedTrust, Inc. and GreenAcreage Real Estate Corp. during the nine months ended September 30, 2020, relative to $174,912the nine months ended September 30, 2019.


Operating Expenses

Total operating expenses decreased to $2,995,998 for the three months ended September 30, 2017, as compared to $86,6482020, from $5,082,430 in net operating expense for the three months ended September 30, 2016.2019. The increasedecrease in operating expense was primarily due to increased dividend income whichthe recognition of vested compensation cost related to the stock-based compensation plan upon initial grant and immediate vesting of 1/3 of granted options on July 17, 2019 and not subsequently recognized during the three months ended September 30, 2020 due to the cancellation of all outstanding options on April 28, 2020. The notable decrease was partially offset by reversals of interest accruals. The increasea reduction in dividend income resulted from a $175,000 dividend received from our investment in SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.).

Investment income also increased to $883,964 for the nine months ended September 30, 2017, as compared to $135,181 for the nine months ended September 30, 2016. The increase was primarily due to increased dividendprofessional fees and interest income and, to a lesser extent, other income. The increase in dividend income resulted from $475,000 in dividend payments received from our investment in SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) during the nine months ended September 30, 2017. Interest income increased as a result of our debt investments in Ozy Media, Inc. and NestGSV, Inc. (d/b/a GSV Labs, Inc.). Additionally, we received $73,096 in proceeds from GILT Groupe Holdings, Inc., an investment we previously held that was sold to Hudson’s Bay Co., the parent company of Saks Fifth Avenue, in January 2016.

Operating Expenses

Total operating expenses (net of the management fee waiver) increased to $6,800,873expense for the three months ended September 30, 2017, as compared to $4,308,303 for the three months ended September 30, 2016, primarily due to increased incentive fees for the three months ended September 30, 2017 and, to a lesser extent, increased interest expense. We accrued incentive fees during the three months ended


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September 30, 2017 as a result of the unrealized appreciation of our portfolio investments in the aggregate during the period. The increase in operating expenses during the three months ended September 30, 2017, as2020 compared to the three months ended September 30, 2016, was partially offset by lower management fees, due to lower average gross assets outstanding and GSV Asset Management’s voluntary 0.25% reduction to the base management fee payable under the Advisory Agreement, as well as a decrease in costs incurred under the Administration Agreement. The increase in operating expenses were also offset, to a lesser extent, by decreases in professional fees, which include legal, valuation, audit and consulting fees.

2019.


Total operating expenses (net of the management fee waiver) increased to $18,201,098$11,161,216 for the nine months ended September 30, 2017, as compared to $5,261,8692020, from $7,983,161 in net operating expense for the nine months ended September 30, 2016,2019. The increase in operating expenses was primarily due to athe reversal of accruedthe incentive fee accrual as a result of our Internalization during the nine months ended September 30, 2019 and the recognition of all unvested and unrecognized compensation cost related to the stock-based compensation plan upon cancellation of all outstanding options on April 28, 2020 during the nine months ended September 30, 2020. The notable increases are partially offset by the removal of fees and expenses related to the Investment Advisory Agreement and Administration Agreements and a significant reduction in professional fees for the nine months ended September 30, 2016. We accrued incentive fees during2020 compared to the nine months ended September 30, 2017 as a result of the unrealized appreciation of our portfolio investments in the aggregate during the period. The increase in total operating expenses during the nine months ended September 30, 2017 was partially offset by lower management fees due to lower average gross assets outstanding, GSV Asset Management’s voluntary 0.25% reduction to the base management fee payable under the Advisory Agreement, a decrease in costs incurred under the Administration Agreement, and a decrease in professional fees, which include legal, valuation, audit and consulting fees.

2019.


Net Investment Loss


For the three months ended September 30, 2017,2020, we recognized a net investment loss of $6,625,961,$2,587,891, compared to a net investment loss of $4,221,655$4,702,204 for the three months ended September 30, 2016.2019. The change between periods resulted from the increase in netoperating expenses, and to a lesser extent, the decrease in total investment loss resulted primarily from the accrual of incentive fees during the three months ended September 30, 2017,income between periods, as discussed above, partially offset by an increase in investment income.

above.


For the nine months ended September 30, 2017,2020, we recognized a net investment loss of $17,317,134,$10,259,832, compared to a net investment loss of $5,126,688$6,887,733 for the nine months ended September 30, 2016.2019. The change between periods resulted from the increase in netoperating expenses, and to a lesser extent, the decrease in total investment loss resulted primarily from the accrual of incentive fees during the nine months ended September 30, 2017,income between periods, as discussed above, partially offset by an increase in investment income.

above.


Net Realized Gain/LossGain on Investments


For the three months ended September 30, 2017,2020, we recognized net realized gains of $1,033,577, compared to a net realized gainsgain on our investments of $2,658,715$2,378,390, compared to net realized gain of $1,772,961 for the three months ended September 30, 2016.2019. The components of our net realized gains/losses on portfolio investments for the three months ended September 30, 2020 and 2019, excluding treasuryU.S. Treasury investments, are reflected in the tables above, under “— Overview — Investments — (Portfolio Activity).Portfolio and Investment Activity.”


For the nine months ended September 30, 2017,2020, we recognized net realized losses of $24,327,082, compared to a net realized lossesgain on our investments of $2,311,994$9,332,643, compared to net realized gain of $11,297,501 for the nine months ended September 30, 2016.2019. The components of our net realized gains/losses on portfolio investments for the nine months ended September 30, 2020 and 2019, excluding treasuryU.S. Treasury investments, are reflected in the tables above, under “— Overview — Investments — (Portfolio Activity).Portfolio and Investment Activity.”


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Net Change in Unrealized Appreciation/(Depreciation) of Investments


For the three months ended September 30, 2017,2020, we had a net changeincrease in unrealized appreciationappreciation/depreciation of investments of $15,636,683.$16,129,442. For the three months ended September 30, 2016,2019, we had a net changeincrease in unrealized appreciation/depreciation of investments of $1,261,709.$8,190,695. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)appreciation and/or depreciation of our investment portfolio for each of the three months ended September 30, 20172020 and 2016:

2019.
 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Three Months
Ended
September 30,
2017
JAMF Holdings, Inc. $14,601,826 
Spotify Technology S.A.  5,250,385 
StormWind, LLC  4,743,771 
Chegg, Inc.  1,820,621 
Dropbox, Inc.  1,584,490 
Ozy Media, Inc.  (1,036,364) 
General Assembly Space, Inc.  (1,077,414) 
Avenues Global Holdings, LLC  (1,358,960) 
Maven Research, Inc.  (1,600,515) 
Curious.com, Inc.  (2,973,142) 
Declara, Inc.  (4,216,360) 
Other(1)  (101,655) 
Total $15,636,683 
Portfolio CompanyNet Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2020Portfolio CompanyNet Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2019
Palantir Technologies, Inc.(1)
$17,207,689 Ozy Media, Inc.$15,923,894 
Palantir Lending Trust SPV I1,684,485 Coursera, Inc.4,134,653 
Aspiration Partners, Inc.(1,385,751)Aspiration Partners, Inc.1,781,970 
Course Hero, Inc.(1,412,210)Enjoy, Inc.(1,179,097)
A Place for Rover Inc. (f/k/a DogVacay, Inc.)(1,395,434)
Course Hero, Inc.(2,795,495)
Dropbox, Inc.(1)
(3,497,620)
Lyft, Inc.(6,579,582)
Other(2)
35,229 
Other(2)
1,797,406 
Total$16,129,442 Total$8,190,695 
_____________________

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Three Months
Ended
September 30,
2016
Palantir Technologies, Inc. $(2,206,354) 
Lyft, Inc.  (1,478,090) 
Chegg, Inc.  2,472,035 
Other(1)  (49,300) 
Total $(1,261,709) 

(1)Other represents investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation/(depreciation) was less than $1,000,000 for the three months ended September 30, 2017 and 2016.
(1)The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial sale or write-off of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

(2)“Other” represents investments (including U.S. Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the three months ended September 30, 2020 and 2019.

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For the nine months ended September 30, 2017,2020, we had a net changeincrease in unrealized appreciationappreciation/depreciation of investments of $61,669,476.$14,985,703. For the nine months ended September 30, 2016,2019, we had a net changeincrease in unrealized appreciation/depreciation of $36,616,596.$16,450,126. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)appreciation and/or depreciation of our investment portfolio for each of the nine months ended September 30, 20172020 and 2016:

2019.

Portfolio CompanyNet Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2020Portfolio CompanyNet Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2019
Coursera, Inc.$16,287,974 Ozy Media, Inc.$13,401,030 
Palantir Technologies, Inc.(1)
16,168,424 
Declara, Inc.(1)
12,334,151 
Course Hero, Inc.6,144,812 Coursera, Inc.11,656,879 
SharesPost, Inc.2,369,329 Aspiration Partners, Inc.6,814,794 
Palantir Lending Trust SPV I1,684,056 Parchment, Inc.3,098,469 
4C Insights (f/k/a The Echo Systems Corp.)(1)
1,414,905 
Knewton, Inc.(1)
2,979,116 
StormWind, LLC(1,221,858)Enjoy Technology, Inc.2,445,855 
Enjoy Technology, Inc.(1,307,690)SharesPost, Inc.1,896,703 
Aspiration Partners, Inc.(1,334,699)Course Hero, Inc.1,867,480 
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2,374,341)Nextdoor.com, Inc.1,026,754 
Treehouse Real Estate Investment Trust, Inc.(3,501,442)CUX, Inc. (d/b/a CorpU)(1,918,228)
Ozy Media, Inc.(5,364,897)A Place for Rover Inc. (f/k/a DogVacay, Inc.)(2,433,599)
Neutron Holdings, Inc. (d/b/a/ Lime)(6,515,508)Lyft, Inc.(3,161,096)
Parchment, Inc.(1)
(6,895,603)Palantir Technologies, Inc.(3,683,785)
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(3,749,441)
Dropbox, Inc.(1)
(4,219,119)
StormWind, LLC(6,015,388)
Spotify Technology S.A.(1)
(16,711,276)
Other(2)
(567,759)
Other(2)
820,827 
Total$14,985,703 Total$16,450,126 
_____________________
(1)The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial sale or write-off of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
61
 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Nine Months
Ended
September 30,
2017
JAMF Holdings, Inc. $21,321,024 
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)(1)  14,272,843 
Spotify Technology S.A.  13,351,893 
Chegg, Inc.  7,628,129 
Orchestra One, Inc. (f/k/a Learnist, Inc.)(1)  4,959,614 
StormWind, LLC  4,743,772 
NestGSV, Inc. (d/b/a GSV Labs, Inc.)  4,019,767 
Coursera, Inc.  3,854,113 
Dropbox, Inc.  3,331,446 
Cricket Media (f/k/a ePals Inc.)(1)  2,448,959 
AlwaysOn, Inc.(1)  1,903,414 
Aspiration Partners, Inc.  1,451,623 
Lyft, Inc.  1,343,714 
Ozy Media, Inc.  (1,146,364) 
Avenues Global Holdings, LLC  (1,614,324) 
Maven Research, Inc.  (1,673,885) 
General Assembly Space, Inc.  (1,861,905) 
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)  (2,942,585) 
Curious.com, Inc.  (4,024,767) 
Declara, Inc.  (4,609,294) 
Palantir Technologies, Inc.  (5,008,564) 
Other(2)  (79,147) 
Total $61,669,476 

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Nine Months
Ended
September 30,
2016
Palantir Technologies, Inc. $(13,338,122) 
Fullbridge, Inc.  (5,488,622) 
Dataminr, Inc.  (5,102,507) 
Twitter, Inc.  (4,254,018) 
Dropbox, Inc.  (5,139,483) 
Solexel, Inc.  (5,157,254) 
JAMF Holdings, Inc.  1,707,179 
Lyft, Inc.  (3,253,734) 
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)  (1,799,396) 
SugarCRM, Inc.  (1,401,493) 
Gilt Groupe Holdings, Inc.  6,055,046 
Other(2)  555,808 
Totals $(36,616,596) 

(1)The change in unrealized appreciation for this investment resulted from writing off an investment that was previously reduced in value to zero in a prior quarter.
(2)Other represents investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation/(depreciation) was less than $1,000,000 for the nine months ended September 30, 2017 and 2016.

Net Increase/Decrease in Net Assets Resulting from Operations

For the three months ended September 30, 2017 and 2016, our net increase/(decrease) in net assets resulting from operations was $10,071,004 and $(2,273,339), respectively.


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For


(2)“Other” represents investments (including U.S. Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the nine months ended September 30, 20172020 and 2016, our net increase/(decrease) in net assets resulting from operations was $20,051,965 and $(43,503,968), respectively.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments and advances from any credit facility from which we may borrow. For example, prior to its expiration in accordance with its terms on December 31, 2016, we also generated liquidity and capital resources from advances from the SVB Credit Facility and have entered into the Credit Facility, which matures on the later of (i) August 15, 2018 or (ii) 30 days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018. In management’s view, we have sufficient liquidity and capital resources to pay our operating expenses and conduct investment activities. With regard to the Convertible Senior Notes, which mature on September 15, 2018, we are actively managing our liquidity in anticipation of meeting our obligations thereunder.

Our primary uses of cash are to make investments, pay our operating expenses and make distributions to our stockholders. For the nine months ended September 30, 2017 and 2016, our net operating expenses were $18,201,098 and $5,261,869, respectively.

  
Cash Reserves and Liquid Securities September 30,
2017		 December 31,
2016
Cash $5,154,436  $8,332,634 
Amounts available for borrowing under the Credit Facility(1)(2)  4,000,000   — 
Securities of publicly traded portfolio companies:
          
Unrestricted securities(3)  11,607,729   8,729,005 
Subject to other sales restrictions  —   — 
Total securities of publicly traded portfolio companies  11,607,729   8,729,005 
Total Cash Reserves and Liquid Securities $20,762,165  $17,061,639 

(1)Subject to leverage and borrowing base restrictions under the Credit Facility. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for details regarding the Credit Facility.
(2)On October 10, 2017, we repaid the $8.0 million due under the Credit Facility. As of November 9, 2017, there is no balance outstanding under the Credit Facility.
(3)“Unrestricted securities” represents common stock of our publicly traded companies that are not subject to any restrictions upon sale. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments.

During the nine months ended September 30, 2017, cash decreased to $5,154,436 from $8,332,634 at the beginning of the period. The decrease was primarily due to an additional $7.5 million margin deposit posted for the purchase of a U.S. Treasury Bill, $3.6 million in interest payments on the Convertible Senior Notes, $4.2 million in management fees paid under the Advisory Agreement, $2.6 million of share repurchases under the Share Repurchase Program, $1.0 million in allocation of overhead expenses paid to GSV Capital Service Company and $1.4 million of audit and legal fees. During the nine months ended September 30, 2017, we sold portfolio investments for net proceeds of $9.8 million and borrowed a net of $8.0 million under the Credit Facility, which partially offset the decrease in cash.

Equity Issuances & Debt Capital Activities

There were no sales of our equity or debt securities during the nine months ended September 30, 2017 or the year ended December 31, 2016.

Share Repurchase Program

On August 7, 2017, our board of directors authorized the $5.0 million discretionary open-market Share Repurchase Program under which we may repurchase shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common

2019.

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stock. During each of the three and nine months ended September 30, 2017, we repurchased 574,109 shares of our common stock for approximately $2.8 million under the Share Repurchase Program. For more information on the Share Repurchase Program, see “Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

Contractual Obligations

     
 Payments Due By Period
(dollars in millions)
   Total Less than
1 year		 1 – 3 years 3 – 5 years More than
5 years
Payable for securities purchased(1) $89.6  $89.6  $—  $—  $— 
Credit facility payable(2)(3)(4)  8.0   8.0   —   —   — 
Convertible Senior Notes(5)  69.0   69.0   —   —   — 
Total $166.6  $166.6  $—  $—  $— 

(1)“Payable for securities purchased” relates to the purchase of the U.S. Treasury Bill on margin and repurchases of our common stock. The payable for securities purchased was subsequently repaid on October 5, 2017, when the $100.0 million United States Treasury Bill matured and the $10.5 million margin deposit that we posted as collateral was returned.
(2)On October 10, 2017, we repaid the $8.0 million due under the Credit Facility. As of November 9, 2017, there is no balance outstanding under the Credit Facility.
(3)The total unused amount available under the Credit Facility as of September 30, 2017 was $4.0 million.
(4)The weighted-average interest rate incurred under the Credit Facility was 0.02% for each of the three and nine months ended September 30, 2017.
(5)The balance shown for the Convertible Senior Notes reflects the principal balance payable to investors. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information.

Off-Balance Sheet Arrangements

As of September 30, 2017, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Distributions

The timing and amount of our distributions, if any, will be determined by our board of directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through September 30, 2017. The table is divided by fiscal year according to record date:

   
Date Declared Record Date Payment Date Amount Per
Share
Fiscal 2015:
               
November 4, 2015(1)  November 16, 2015   December 31, 2015  $2.76 
Fiscal 2016:
               
August 3, 2016(2)  August 16, 2016   August 24, 2016   0.04 
Total       $2.80 

(1)The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of approximately 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.
(2)Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains and $66,487 represented a return of capital.

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We intend to focus on making capital gains-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other business development companies that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available in the form of additional shares of our common stock under our dividend reinvestment plan, unless a stockholder elects to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless remain taxable to the U.S. stockholder, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. In addition, reinvested dividends have the effect of increasing our gross assets, which may correspondingly increase the management fee payable to our investment adviser, GSV Asset Management. Stockholders who hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

We elected to be treated as a RIC under Subchapter M of the Code beginning with our taxable year ended December 31, 2014 and continue to qualify to be treated as a RIC. So long as we qualify and maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated financial statements. In order to qualify as a RIC and to avoid corporate-level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. See “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies — U.S. Federal and State Income Taxes” and “Note 8 — Income Taxes” to our condensed consolidated financial statements as of September 30, 2017 for more information. The GSVC Holdings included in our condensed consolidated financial statements are taxable subsidiaries, regardless of whether we are a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements.

Borrowings

Convertible Senior Notes Payable

On September 17, 2013, we issued $69.0 million aggregate principal amount of Convertible Senior Notes (including $9.0 million aggregate principal amount issued pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Senior Notes), which bear interest at a fixed rate of 5.25% per year, are payable semi-annually and mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. We do not have the right to redeem the Convertible Senior Notes prior to maturity. As of September 30, 2017, the Convertible Senior Notes were convertible into shares of our common stock based on a conversion rate of 83.3596 shares of our common stock per $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $12.00 per share of common stock. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information regarding the Convertible Senior Notes.


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Credit Facility

On May 31, 2017, we entered into the Loan Agreement with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide us with the $12.0 million Credit Facility. The Credit Facility, among other things, matures on the later of (i) August 15, 2018 or (ii) thirty days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018. The Credit Facility bears interest at a per annum rate equal to the prime rate plus 3.50%. In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement requires payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information regarding the Credit Facility.

Critical Accounting Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2017 for further detail regarding our critical accounting policies and recently issued accounting pronouncements.

Recent Developments


Portfolio Activity


Please refer to “Note 10 — 12—Subsequent Events” to our condensed consolidated financial statements as of September 30, 20172020 for details regarding activity in our investment portfolio activity from October 1, 20172020 through November 9, 2017.

6, 2020.


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

We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Share Repurchase Program


Dividends

On September 25, 2020, the Company’s Board of Directors declared a dividend of $0.25 per share paid, in cash, on October 20, 2020 to stockholders of record as of the close of business on October 5, 2020.

On October 28, 2020, the Company’s Board of Directors declared a dividend of $0.25 per share payable on November 30, 2020 to stockholders of record as of the close of business on November 10, 2020. The dividend will be paid in cash.

Conversion of 4.75% Convertible Senior Notes due 2023

Effective as of October 5, 2020, the conversion price applicable to the 4.75% Convertible Senior Notes due 2023 was adjusted to $9.84 per share (101.6664 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023) from the most recent conversion price of $10.10 per share (99.0298 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023), which had been in effect since August 11, 2020. The adjustment to the conversion rate of the 4.75% Convertible Senior Notes due 2023 was made pursuant to the supplemental indenture governing the 4.75% Convertible Senior Notes due 2023 as a result of the Company’s cash dividend of $0.25 per share, paid on October 20, 2020 to stockholders of record as of the close of business on October 5, 2020.

From October 1, 20172020 through November 9, 2017, we repurchased 285,0126, 2020, the Company issued 495 shares of ourits common stock pursuant toand cash for fractional shares upon the conversion of $5,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

Share Repurchase Program at an average price

On October 28, 2020, our Board of $5.73 per share.

On November 7, 2017, our board of directorsDirectors authorized an extension of, and ana $10.0 million increase in the amount of shares of our common stock that may be purchasedrepurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018October 31, 2021 or (ii) the repurchase of $10.0$40.0 million in aggregate amount of shares our common stock.


Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act.

Management Transition

OnAct of 1934, as amended. Please refer to "Note 5 — Common Stock" for additional information on the Share Repurchase Program.


From October 17, 2017, Mark Flynn resigned from his positions as our President1, 2020 through November 6, 2020, the Company repurchased 371,283 additional shares under the Share Repurchase Program for an aggregate purchase price of $3.1 million.

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At-the-Market Offering

From October 1, 2020 through November 6, 2020, the Company did not sell or issue any Shares under the ATM Program (as defined below). As of November 6, 2020, up to approximately $99.1 million in aggregate amount of the Shares remain available for sale under the ATM Program.

COVID-19

The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S. economy. Subsequent to September 30, 2020, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S. and global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as a memberresult, may have adverse effects on the Company’s operations. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain. The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

As of November 6, 2020, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the three months ended September 30, 2020. The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our boardinvestments and the net proceeds from public offerings of directors, effectiveour equity and debt securities. Our $12.0 million Credit Facility matured and expired on May 31, 2019 and no amounts were outstanding under the Credit Facility as of such date. See “Note 10—Debt Capital Activities.” In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, as discussed further below and in “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2020.

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the nine months ended September 30, 2020, our operating expenses were $11,161,216, including compensation expense related to the cancellation of the options granted under the 2019 Equity Incentive Plan. For the nine months ended September 30, 2019, our operating expenses were $7,983,161, net of incentive fee accrual.
Cash Reserves and Liquid SecuritiesSeptember 30, 2020December 31, 2019
Cash$60,595,499 $44,861,263 
Securities of publicly traded portfolio companies:​​
Unrestricted securities7,170,011 — 
Subject to other sales restrictions39,492,040 — 
Securities of publicly traded portfolio companies46,662,051 — 
Total Cash Reserves and Liquid Securities$107,257,550 $44,861,263 
​

During the nine months ended September 30, 2020, cash increased to $60,595,499 from $44,861,263 at the beginning of the year. The increase in cash was primarily due to proceeds from the sale of our common stock and proceeds and other escrow receipts, interest income, and dividends received from our investments, offset by cash used to purchase investments, pay dividends, repurchase our common stock under the Share Repurchase Program, make interest payments related to our 4.75% Convertible Senior Notes due 2023, and pay operating expenses.

Currently, we believe we have ample liquidity to support our near-term capital requirements. As the impact of the COVID-19 continues to unfold and consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

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Contractual Obligations

A summary of our significant contractual payment obligations as of September 30, 2020 is as follows:
Payments Due By Period ( in millions)
TotalLess than
1 year		1–3 years3–5 yearsMore than
5 years
Payable for securities purchased(1)
$134.2 $134.2 $— $— $— 
Convertible Senior Notes(2)
38.2 — 38.2 — — 
Operating lease liability0.8 0.2 0.4 0.2 — 
Total$173.2 $134.4 $38.6 $0.2 $— 
​
_______________________
(1)“Payable for securities purchased” relates to the purchase of U.S. Treasury bills on margin and repurchase of our common stock under the Share Repurchase Program. This balance was subsequently repaid in early October 17, 2017.2020, when the $150.0 million United States Treasury bill matured and the $15.8 million margin deposit that we posted as collateral was returned.
(2)The balance shown for the "Convertible Senior Notes" reflects the principal balance payable to investors for the 4.75% Convertible Senior Notes due 2023 as of September 30, 2020. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2020 for more information.

Share Repurchase Program

During the nine months ended September 30, 2020, we repurchased 1,284,565 shares of our common stock pursuant to the Share Repurchase Program. As of September 30, 2020, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $2.7 million.

Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended. For more information on the Share Repurchase Program, see " — Recent Developments" and "Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds".

Modified Dutch Auction Tender Offer

On October 21, 2019, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase for cash up to $10.0 million in shares of its common stock from its stockholders at a price per share of not less than $6.00 and not greater than $8.00 in $0.10 increments, using available cash. Upon expiration of the Modified Dutch Auction Tender Offer on November 20, 2019, the Company repurchased 1,449,275 shares, representing 7.6% of its outstanding shares, at a price of $6.90 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer. The Company has determined that the proration factor for the tender offer was 78.1%.

Off-Balance Sheet Arrangements

As of September 30, 2020, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Equity Issuances & Debt Capital Activities

At-the-Market Offering

On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the "Initial Sales Agreement"), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc. (collectively, the "Agents"). Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50,000,000 in aggregate amount of shares of its common stock (the "Shares") from time to time through the Agents or to them as principal for their own account (the "ATM Program"). On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150,000,000 from $50,000,000. In connection with Mr. Flynn’s resignation, our boardthe upsize of directors reduced the number of directors that constituteATM Program to $150,000,000, the full boardCompany entered into the Amendment No. 1 to six (6) directorsthe At-the-Market Sales Agreement, dated September 23, 2020, with the Agents. The Company intends to use the net proceeds from seven (7) directors. Mr. Flynn will continuethe ATM Program to provide services to GSV Asset Management pursuant to a consulting agreementmake investments in portfolio companies in accordance with GSV Asset Management.

its investment objective and strategy and for general corporate purposes.

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In addition,


During the three and nine months ended September 30, 2020, the Company issued and sold 3,808,979 Shares under the ATM Program at a weighted-average price of $13.36 per share, for gross proceeds of $50,900,326 and net proceeds of $49,882,319, after deducting commissions to the Agents on Shares sold. As of September 30, 2020, up to approximately $99.1 million in aggregate amount of the Shares remain available for sale under the ATM Program. Refer to “—Recent Developments” and “Note 5—Common Stock” to our condensed consolidated financial statements as of September 30, 2020 for more information regarding the ATM Program.

    4.75% Convertible Senior Notes due 2023

On March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bear interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018. We received $37.3 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 4.75% Convertible Senior Notes due 2023 mature on March 28, 2023, unless previously repurchased or converted in accordance with their terms. We do not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021. Refer to “—Recent Developments” and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2020 for more information regarding the 4.75% Convertible Senior Notes due 2023.

Distributions

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through September 30, 2020. Refer to “—Recent Developments” for additional information regarding our distributions.
Date DeclaredRecord DatePayment DateAmount per Share
Fiscal 2015:
November 4, 2015(1)
November 16, 2015December 31, 2015$2.76 
Fiscal 2016:
August 3, 2016(2)
August 16, 2016August 24, 20160.04 
Fiscal 2019:
November 5, 2019(3)
December 2, 2019December 12, 20190.20 
December 20, 2019(4)
December 31, 2019January 15, 20200.12 
Fiscal 2020:
    July 29, 2020(5)
August 11, 2020August 25, 20200.15 
    September 25, 2020(6)
October 5, 2020October 20, 20200.25 
Total$3.52 
___________________
(1)     The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of approximately 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.
(2)    Of the total distribution of $887,240 paid on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital.
(3)    100% of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital.
(4) 100% of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.​
(5) 100% of the $2,516,453 distribution paid on August 25, 2020 represented a distribution from realized gains related to 2019 investment activity. None of the distribution represented a return of capital.​
(6) 100% of the $5,071,327 distribution paid on October 17, 2017, our board of directors appointed William Tanona to serve as our President, effective October 17, 2017, in order to fill the vacancy created by Mr. Flynn’s resignation as President. Mr. Tanona previously served, and continues to serve, as our Chief Financial Officer, Treasurer and Corporate Secretary.

Management Fee Waiver

Subsequent to quarter-end, GSV Asset Management voluntarily agreed to extend its waiver of20, 2020 represented a portiondistribution from realized gains. None of the advisory fees payable by usdistribution represented a return of capital.​


We intend to GSV Asset Management under the Advisory Agreement. Under the extension of the waiver, through December 31, 2018,focus on making capital gains-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay GSV Asset Managementdistributions on a base management feequarterly basis or become a predictable distributor of 1.75%,distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a 0.25% reduction fromdistribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.
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Our current intention is to make any future distributions out of assets legally available therefrom in the 2.0% base management fee payableform of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the Advisory Agreement. This waiverplan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a portionbroker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

So long as we qualify and maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies—U.S. Federal and State Income Taxes” and “Note 9—Income Taxes” to our condensed consolidated financial statements as of September 30, 2020 for more information. The Taxable Subsidiaries included in our consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the base management feeportfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.

Critical Accounting Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is not subjectlikely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies” to recourse againstour condensed consolidated financial statements as of September 30, 2020 for further detail regarding our critical accounting policies and recently issued or reimbursement by us.

adopted accounting pronouncements.


Related-Party Transactions

See “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of September 30, 2020 for more information.
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Item 3.    Quantitative and Qualitative Disclosures Aboutabout Market Risk


Market Risk


Our equity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. In addition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in private transactions may be significantly impacted by periods of disruption and instability in the capital markets. While these periods of disruption generally have little actual impact on the operating results of our equity investments, these events may significantly impact the prices that market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuation of our equity investments.


Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material. In addition, if we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk


We are subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changes in interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially have an adverse effect on the business, financial condition and results of operations of the portfolio companies in which we invest.


As of September 30, 2017,2020, all of our debt investments and outstanding borrowings bore a fixed raterates of interest. As of September 30, 2017, all of our borrowings bore a fixed rate of interest with the exception of the Credit Facility, which is indexed to the prime rate. We do not expect a significant impact on net investment income or loss due to changes in the prime rate, based on its historical stability. The table below, however, indicates the impact on our net investment income or loss should the prime rate change.

Based on our September 30, 2017 Condensed Consolidated Statement of Assets and Liabilities, the following table shows the various, incremental impact of changes in interest rates on our net income or loss related to the Credit Facility for the nine months ended September 30, 2017, assuming no changes in our investment income and borrowing structure.

   
Basis Point Change(1) Interest
Income		 Interest
Expense		 Net
Income/(Loss)
Up 300 Basis points $—  $270,000  $(270,000) 
Up 200 Basis points $—  $180,000  $(180,000) 
Up 100 Basis points $—  $90,000  $(90,000) 
Down 100 Basis points $—  $(90,000)  $90,000 
Down 200 Basis points $—  $(180,000)  $180,000 
Down 300 Basis points $—  $(270,000)  $270,000 

(1)Assumes we have borrowed $12.0 million under the Credit Facility for the nine months ended September 30, 2017. Our actual borrowings under the Credit Facility will vary based on our needs throughout the year. For the nine months ended September 30, 2017, our actual average borrowings under the Credit Facility were $351,648.

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Although we believe that this measure is indicative of our sensitivity to the above-referenced interest rate changes, it does not reflect potential changes in credit quality, size and composition of the assets on our statement of assets and liabilities and other business developments that could affect net increase or decrease in net assets resulting from operations, or net income or loss.

Item 4.    Controls and Procedures


Evaluation of Disclosure Controls and Procedures

As of September 30, 2017, we,2020, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.


Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2017,2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II.


Part II

OTHER INFORMATION

Item 1.    Legal Proceedings

Although we and our subsidiaries may, from


From time to time, we may be involved in litigation arising outvarious legal proceedings, lawsuits and claims incidental to the conduct of our and our subsidiaries’ operationsbusiness. Our business is also subject to extensive regulation, which may result in the normal course of business or otherwise, neither we nor any of our subsidiariesregulatory proceedings against us. We are not currently a party to any pending material legal proceedings.


Item 1A.    Risk Factors


Investing in our securities involves a number of significant risks. In addition to the other information set forthcontained in this report, you should carefully consider the factors discussed in “Part I. Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2016,2019, filed with the SEC on March 16, 2017, and in “Part II. Item 1A. Risk Factors” in our quarterly report on Form 10-Q for the period ended June 30, 2017, filed with the SEC on August 9, 2017,13, 2020, which could materially affect our business, financial condition and/or operating results. TheAlthough the risks described below and in our annual report on Form 10-K for the fiscal year ended December 31, 2016 and2019 represent the principal risks associated with an investment in our quarterly report on Form 10-Q for the period ended June 30, 2017us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also maymight materially and adversely affect our business, financial condition and/or operating results. DuringOther than as described below, during the threenine months ended September 30, 2017,2020, there have been no material changes to the risk factors discussed in “Part I. Item"Item 1A. Risk Factors” inFactors" of Part I of our annual report on Form 10-K for the fiscal year ended December 31, 2016,2019.

The COVID-19 pandemic could materially and adversely affect our portfolio companies and the results of our operations.

In late 2019 and early 2020, SARS-CoV-2 and COVID-19 emerged in “Part II. Item 1A. Risk Factors”China and spread rapidly across the world, including the U.S. This outbreak has led, and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The spread of COVID-19 has caused quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 outbreak may disrupt our quarterly reportoperations through its impact on Form 10-Qour employees, our portfolio companies and their businesses, and certain industries in which our portfolio companies operate.

This outbreak has resulted in, and until fully resolved is likely to continue to result in, among other things, government imposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resulting in significant disruption to many businesses including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees. While these effects are hoped to be temporary, some effects could be persistent or even permanent. Rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general may not necessarily be adequate to address the problems facing impacted businesses. This outbreak and any future outbreaks could have an adverse impact on our portfolio companies and us and on the markets and the economy in general, and that impact could be material.

Further, from an operational perspective, our employees are currently working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. In addition, we are highly dependent on third party service providers for certain communication and information systems. As a result, we rely upon the successful implementation and execution of the business continuity planning of such providers in the current environment. If one or more of these third parties to whom we outsource certain critical business activities experience operational failures as a result of the impacts from the spread of COVID-19, or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transportation, all of which are uncertain and cannot be predicted. An extended period ended June 30, 2017.

of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition.


We are currently operating in a period of capital markets disruption and economic uncertainty.

The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in early 2020. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting
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quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, have created significant disruption in supply chains and economic activity. The impact of COVID-19 has led to significant volatility and declines in the global public equity markets and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess.Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn.

Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions could also increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations and ability to grow, and have a material negative impact on our operating results and the fair values of our investments.

Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic may have a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Adverse developments in the credit markets may impair our ability to secure debt financing.

In past economic downturns, such as the financial crisis in the United States that began in mid-2007 and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, for example as a result of the COVID-19 pandemic, it may be difficult for us to obtain desired financing, including entering into credit facilities, to enhance our liquidity and/or finance the growth of our investments on acceptable economic terms, or at all, which could have an adverse impact on us and our operations.

So far, the COVID-19 pandemic has resulted in, and until fully resolved is likely to continue to result in, among other things, increased draws by borrowers on revolving lines of credit and increased requests by borrowers for amendments, modifications and waivers of their credit agreements to avoid default or change payment terms, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans. In addition, the duration and effectiveness of responsive measures implemented by governments and central banks cannot be predicted. The commencement, continuation, or cessation of government and central bank policies and economic stimulus programs, including changes in monetary policy involving interest rate adjustments or governmental policies, may contribute to the development of or result in an increase in market volatility, illiquidity and other adverse effects that could negatively impact the credit markets and the Company.

If we are able to consummate a credit facility, but unable to repay amounts outstanding thereunder and are declared in default or are unable to renew or refinance any such credit facility, it would limit our ability to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility of the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact our business.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Equity Securities

We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.
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Issuer Purchases of Equity Securities(1)


Information relating to the Company’s purchases of its common stock during the threenine months ended September 30, 20172020 is as follows:

    
Period Total
Number of
Shares
Purchased(2)		 Average
Price Paid
Per Share		 Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs		 Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Share
Repurchase
Program(4)
July 1 through July 31, 2017  —  $—   —  $— 
August 1 through August 31, 2017  301,712   4.60   291,712   3,658,307 
September 1 through September 30, 2017  323,322   5.16   282,397  $2,199,190 
Total  625,034      574,109(3)    

(1)On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which we may repurchase shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock. On November 7, 2017, our board of directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock. During the three months ended September 30, 2017, we repurchased 574,109 shares of our common stock for approximately $2.8 million under the Share Repurchase Program.
(2)Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
(3)Subsequent to period-end, through November 9, 2017, we repurchased an additional 285,012 shares of our common stock pursuant to the Share Repurchase Program at an average price of $5.73 per share.

Period
Total
Number of
Shares
Purchased(2)
Average
Price Paid
Per Share		Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Programs		Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Share
Repurchase
Program
January 1 through January 31, 202018,508 $— — $4,997,307 
February 1 through February 28, 2020— — — 4,997,307 
March 1 through March 31, 2020689,928 5.38 689,928 6,288,063 
April 1 through April 30, 2020567,437 6.07567,437 2,846,049 
May 1 through May 31, 202037,640 6.4227,200 2,671,455 
June 1 through June 30, 2020— — — 2,671,455 
July 1 through July 31, 2020— —— 2,671,455 
August 1 through August 31, 2020— —— 2,671,455 
September 1 through September 30, 2020(3)
— —— 2,671,455 
Total1,313,513 ​1,284,565 

During the nine months ended September 30, 2020, we repurchased 1,284,565 shares of our common stock pursuant to the Share Repurchase Program.

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_______________________
(1)On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock. On November 7, 2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock. On May 3, 2018, the Company’s Board of Directors authorized an additional $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock. On November 1, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of the Company’s common stock. On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock. On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock. During the three and nine months ended September 30, 2020, the Company repurchased 0 and 1,284,565, respectively, shares of the Company’s common stock pursuant to the Share Repurchase Program. As of September 30, 2020, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $2.7 million.
(2)Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
(3)Subsequent to quarter-end, on October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 28, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock. This additional $10.0 million allocation is not included in the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program as of September 30, 2020. From October 1, 2020 through November 6, 2020, we repurchased an additional 371,283 shares under the Share Repurchase Program for an aggregate purchase price of $3.1 million. As of November 6, 2020, the dollar value of shares that may yet be purchased by us under the Share Repurchase Program is approximately $9.6 million. Refer to “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for more information.

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(4)As of November 9, 2017, due to our board of directors’ authorization of an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the Share Repurchase Program, and considering repurchases of our common stock subsequent to period-end, the dollar value of shares that may yet be purchased by us under the Share Repurchase Program is approximately $5.6 million.


Item 3.     Defaults Upon Senior Securities


None.


Item 4.Mine Safety Disclosure

Disclosures


Not applicable.


Item 5.     Other Information


Not applicable.


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Item 6.     Exhibits


The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

3.1
3.2
3.3
11.13.4
31.13.5
10.1
31.1
31.2
32.1
32.2

*Filed herewith.
(1)Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.
(2)Previously filed in connection with Current Report on Form 8-K (File No. 814-00852) filed on June 1, 2011, and incorporated by reference herein.

__________________
​

(1)    Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.

(2)    Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on June 1, 2011, and incorporated by reference herein.
(3)    Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 1, 2019, and incorporated by reference herein.
(4)    Previously filed in conjunction with the Registrant's Current Report on Form 8-K (File No. 814-00852) filed on June 16, 2020, and incorporated by reference herein.
(5)    Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on September 23, 2020 and incorporated by reference herein.

*    Filed herewith.

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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GSVSURO CAPITAL CORP.
Date:November 9, 20176, 2020By:

By:

/s/ Mark D. Klein

Mark D. Klein
President and Chief Executive Officer
(Principal Executive Officer)

Date:November 9, 20176, 2020By:

By:

/s/ William Tanona

William Tanona
President, Allison Green

Allison Green
Chief Financial Officer,
Chief Compliance Officer, Treasurer, and Corporate Secretary
(Principal Financial and Accounting Officer)

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