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Venture Lending & Leasing IX

Filed: 13 Aug 20, 3:50pm


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

FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission file number 814-01253

Venture Lending & Leasing IX, Inc.
(Exact Name of Registrant as specified in its charter)
Maryland82-2040715
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
104 La Mesa Drive, Suite 102, Portola Valley, CA94028
(Address of principal executive offices)(Zip Code)

(650) 234-4300
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x]  No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [ ]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer [ ]Accelerated filer [ ]Non-accelerated filer [x]Smaller reporting company [ ]
Emerging growth company [ ]   
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. [ ]




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class Outstanding as of August 13, 2020
Common Stock, $0.001 par value 100,000




VENTURE LENDING & LEASING IX, INC.
INDEX
PART I — FINANCIAL INFORMATION
  
Item 1.Financial Statements
  
 Condensed Statements of Assets and Liabilities (Unaudited)
 As of June 30, 2020 and December 31, 2019
  
 Condensed Statements of Operations (Unaudited)
 For the three and six months ended June 30, 2020 and 2019
  
 Condensed Statements of Changes in Net Assets (Unaudited)
 For the three and six months ended June 30, 2020 and 2019
  
 Condensed Statements of Cash Flows (Unaudited)
 For the six months ended June 30, 2020 and 2019
  
 Condensed Schedules of Investments (Unaudited)
 As of June 30, 2020 and December 31, 2019
  
 Condensed Schedules of Derivative Instruments (Unaudited)
 As of June 30, 2020 and December 31, 2019
  
 Notes to Condensed Financial Statements (Unaudited)
  
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3.Quantitative and Qualitative Disclosures About Market Risk
  
Item 4.Controls and Procedures
  
PART II — OTHER INFORMATION
  
Item 1.Legal Proceedings
  
Item 1A.Risk Factors
  
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
  
Item 3.Defaults Upon Senior Securities
  
Item 4.Mine Safety Disclosures
  
Item 5.Other Information
  
Item 6.Exhibits
  
SIGNATURES




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF JUNE 30, 2020 AND DECEMBER 31, 2019

 June 30, 2020 December 31, 2019
ASSETS   
Loans, at estimated fair value   
   (cost of $266,512,433 and $204,215,179)$259,423,657
 $203,311,245
Cash and cash equivalents7,996,482
 10,754,759
Dividend and interest receivables3,159,757
 2,701,713
Other assets805,052
 939,716
Total assets271,384,948
 217,707,433
    
LIABILITIES   
Borrowings under debt facility120,000,000
 100,000,000
Accrued management fees1,840,000
 1,840,000
Derivative liability1,972,891
 825,574
Accounts payable and other accrued liabilities850,363
 1,209,486
Total liabilities124,663,254
 103,875,060
    
NET ASSETS$146,721,694
 $113,832,373
    
Analysis of Net Assets:   
    
Capital paid in on shares of capital stock$181,125,000
 $148,125,000
Total distributable losses(34,403,306) (34,292,627)
Net assets (equivalent to $1,467.22 and $1,138.32 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 11)$146,721,694
 $113,832,373
    
Commitments & Contingent Liabilities:   
Unexpired unfunded commitments (See Note 10)$77,533,333
 $77,950,000










See notes to condensed financial statements.

3



VENTURE LENDING & LEASING IX, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

 For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019
        
INVESTMENT INCOME:       
Interest on loans$9,308,799
 $5,405,804
 $19,655,717
 $9,370,411
       Other interest and other income11,308
 93,128
 512,004
 144,366
Total investment income9,320,107
 5,498,932
 20,167,721
 9,514,777
        
EXPENSES:       
Management fees1,840,000
 1,811,250
 3,680,000
 3,622,500
Interest expense921,686
 895,339
 2,151,471
 1,611,904
Banking and professional fees191,921
 116,612
 256,937
 292,203
Other operating expenses26,329
 30,210
 58,587
 64,175
Total expenses2,979,936
 2,853,411
 6,146,995
 5,590,782
Net investment income6,340,171
 2,645,521
 14,020,726
 3,923,995
        
Net realized loss from derivative instruments(254,229) (3,995) (340,288) (4,914)
Net change in unrealized gain (loss) from loans246,869
 12,314
 (6,184,843) 
Net change in unrealized loss from derivative instruments(16,721) (597,571) (1,147,317) (900,934)
Net realized and change in unrealized loss from loans and derivative instruments(24,081) (589,252) (7,672,448) (905,848)
        
Net increase in net assets resulting from operations$6,316,090
 $2,056,269
 $6,348,278
 $3,018,147
        
Amounts per common share:       
Net increase in net assets resulting from operations per share$63.16
 $20.56
 $63.48
 $30.18
Weighted average shares outstanding100,000
 100,000
 100,000
 100,000
 












See notes to condensed financial statements.

4



VENTURE LENDING & LEASING IX, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019
 
 Common Stock      
 SharesPar Value Additional Paid-in Capital Total Distributable Earnings (Loss) Net Assets
Balance at March 31, 2019100,000
$100
 $92,524,900
 $(25,608,200) $66,916,800
Net increase in net assets resulting from operations

 
 2,056,269
 2,056,269
Distributions to shareholder

 
 (3,079,321) (3,079,321)
Contributions from shareholder

 10,000,000
 
 10,000,000
Balance at June 30, 2019100,000
$100
 $102,524,900
 $(26,631,252) $75,893,748
         
Balance at March 31, 2020100,000
$100
 $181,124,900
 $(38,481,295) $142,643,705
Net increase in net assets resulting from operations

 
 6,316,090
 6,316,090
Distributions to shareholder

 
 (2,238,101) (2,238,101)
Contributions from shareholder

 
 
 
Balance at June 30, 2020100,000
$100
 $181,124,900
 $(34,403,306) $146,721,694

        
Balance at December 31, 2018100,000
$100
 $82,524,900
 $(8,436,273) $74,088,727
Net increase in net assets resulting from operations

 
 3,018,147
 3,018,147
Distributions to shareholder

 
 (21,213,126) (21,213,126)
Contributions from shareholder

 20,000,000
 
 20,000,000
Balance at June 30, 2019100,000
$100
 $102,524,900
 $(26,631,252) $75,893,748
         
Balance at December 31, 2019100,000
$100
 $148,124,900
 $(34,292,627) $113,832,373
Net increase in net assets resulting from operations

 
 6,348,278
 6,348,278
Distributions to shareholder

 
 (6,458,957) (6,458,957)
Contributions from shareholder

 33,000,000
 
 33,000,000
Balance at June 30, 2020100,000
$100
 $181,124,900
 $(34,403,306) $146,721,694











See notes to condensed financial statements.

5



VENTURE LENDING & LEASING IX INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:   
Net increase in net assets resulting from operations$6,348,278
 $3,018,147
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:   
Net realized loss from derivative instruments340,288
 4,914
Net change in unrealized loss from loans6,184,843
 
Net change in unrealized loss from derivative instruments1,147,317
 900,934
Amortization of deferred costs related to borrowing facility214,319
 211,610
Net increase in dividend and interest receivables(458,043) (747,239)
Net increase in other assets(79,655) (63,355)
Net (increase) decrease in accounts payable, other accrued liabilities and accrued management fees(359,123) 1,430,266
Origination of loans(97,216,667) (63,900,000)
Principal payments on loans34,354,421
 11,978,871
Acquisition of equity securities(5,893,967) (4,450,608)
Net cash used in operating activities(55,417,989) (51,616,460)
    
CASH FLOWS FROM FINANCING ACTIVITIES:   
Cash distributions to shareholder
 (16,000,000)
Contributions from shareholder33,000,000
 20,000,000
Borrowings under debt facility52,500,000
 60,500,000
Repayments of borrowings under debt facility(32,500,000) (10,000,000)
Payments made for derivative instruments(340,288) (4,914)
Net cash provided by financing activities52,659,712
 54,495,086
    
Net increase (decrease) in cash and cash equivalents(2,758,277) 2,878,626
    
CASH AND CASH EQUIVALENTS:   
Beginning of period10,754,759
 832,815
End of period$7,996,482
 $3,711,441
    
SUPPLEMENTAL DISCLOSURES:   
CASH PAID DURING THE PERIOD:   
  
Interest - Debt facility$2,031,760
 $1,282,796
NON-CASH OPERATING AND FINANCING ACTIVITIES:   
  
Distributions of equity securities and convertible note to shareholder$6,458,958
 $5,213,126
Receipt of equity securities and convertible note as repayment of loans$564,991
 $762,518
See notes to condensed financial statements.

6



VENTURE LENDING & LEASING IX, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF JUNE 30, 2020

IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
                  
Biotechnology                 
 Antheia, Inc.   Senior Secured 11.5%   $1,484,156
 $1,463,369
 $1,463,369
 12/1/2022
 Antheia, Inc.   Senior Secured 11.5%   1,482,679
 1,426,110
 1,426,110
 12/1/2022
 Antheia, Inc. Subtotal         2,966,835
 2,889,479
 2,889,479
  
 Driver Bioengineering, Inc.   Senior Secured 11.0%   866,712
 844,484
 844,484
 6/1/2023
 Driver Bioengineering, Inc.   Senior Secured 11.0%   371,515
 319,318
 319,318
 4/1/2023
 Driver Bioengineering, Inc. Subtotal         1,238,227
 1,163,802
 1,163,802
  
 Quartzy, Inc.   Senior Secured 12.0%   742,027
 645,116
 645,116
 8/1/2023
Biotechnology Total  3.2%       $4,947,089
 $4,698,397
 $4,698,397
  
                  
Computers & Storage                 
 Canary Connect, Inc.   Senior Secured 12.8%   $2,471,020
 $2,390,465
 $2,390,465
 3/1/2023
 Fetch Robotics, Inc.   Senior Secured 12.0%   7,423,631
 7,053,862
 7,053,862
 6/1/2024
Computers & Storage Total  6.4%       $9,894,651
 $9,444,327
 $9,444,327
  
                  
Internet                 
 Ainsly, Inc. ** ^   Senior Secured 12.5%   $218,547
 $218,547
 $218,547
 8/1/2022
 Ainsly, Inc. ** ^   Senior Secured 12.5%   655,595
 610,032
 610,032
 8/1/2022
 Ainsly, Inc. Subtotal ** ^         874,142
 828,579
 828,579
  
 Amino Payments, Inc.   Senior Secured 10.8%   492,264
 468,252 468,252
 3/1/2022
 Cesium, Inc.   Senior Secured 10.3%   247,656
 232,824 232,824
 1/1/2023
 Cesium, Inc.   Senior Secured 10.3%   123,870
 121,714
 121,714
 1/1/2023
 Cesium, Inc. Subtotal         371,526
 354,538
 354,538
  
 Lukla, Inc.   Senior Secured 12.5%   494,434
 430,687
 430,687
 12/1/2022
 Lukla, Inc.   Senior Secured 12.5%   245,052
 232,102
 232,102
 6/1/2023
 Lukla, Inc. Subtotal         739,486
 662,789
 662,789
  
 Marley Spoon, Inc. ** ^   Senior Secured 12.0% 2.5% 3,710,038
 2,792,320
 2,792,320
 5/1/2023
 Masse, Inc.   Senior Secured 18.0%   1,703,002
 691,508
 467,293
 *
 Merchbar, Inc.   Senior Secured 11.8%   494,654
 466,125
 466,125
 3/1/2023
 MyPizza Technologies, Inc.   Senior Secured 11.5%   2,473,404
 2,430,359
 2,430,359
 2/1/2024
 MyPizza Technologies, Inc.   Senior Secured 11.5%   4,946,199
 4,749,774
 4,749,774
 12/1/2023
 MyPizza Technologies, Inc. Subtotal         7,419,603
 7,180,133
 7,180,133
  
 Nimble Rx, Inc.   Senior Secured 12.0%   1,236,479
 1,104,553
 1,104,553
 2/1/2023
 OneLocal, Inc. ** ^   Senior Secured 12.3%   329,900
 323,280
 323,280
 3/1/2023
 OneLocal, Inc. ** ^   Senior Secured 12.3%   329,823
 302,028
 302,028
 3/1/2023
 OneLocal, Inc. Subtotal ** ^         659,723
 625,308
 625,308
  
 Osix Corporation   Senior Secured 12.3%   62,924
 57,016
 57,016
 12/1/2021
 RenoFi, Inc.   Senior Secured 12.0%   247,449
 226,872
 226,872
 6/1/2023
 Residently USA, LLC ** ^   Senior Secured 12.0%   989,598
 869,398
 869,398
 2/1/2023
 Serface Care, Inc.   Senior Secured 12.3%   173,167
 170,056 68,618
 2/1/2022
 Serface Care, Inc.   Senior Secured 12.3%   519,374
 495,122 199,785
 2/1/2022
 Serface Care, Inc. Subtotal         692,541
 665,178
 268,403
  
 Shadow, PBC   Senior Secured 11.5%   508,638
 465,897
 465,897
 10/1/2022

7



IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Stay Alfred, Inc.   Senior Secured 18.0%   6,061,856
 4,546,662
 634,813
 *
 Verishop, Inc.   Senior Secured 12.0%   2,473,674
 2,429,650
 2,429,650
 12/1/2023
 Verishop, Inc.   Senior Secured 12.0%   2,472,793
 2,340,327
 2,340,327
 12/1/2023
 Verishop, Inc. Subtotal         4,946,467
 4,769,977
 4,769,977
  
Internet Total  15.2%       $31,210,390
 $26,775,105
 $22,242,266
  
                  
Medical Devices                 
 Ablacon, Inc.   Senior Secured 11.0%   $2,475,332
 $2,351,563
 $2,351,563
 3/1/2023
 Ablacon, Inc.   Senior Secured 11.0%   2,476,220
 2,429,716
 2,429,716
 3/1/2023
 Ablacon, Inc. Subtotal         4,951,552
 4,781,279
 4,781,279
  
 Anutra Medical, Inc.   Senior Secured 12.0%   233,078
 223,395
 223,395
 10/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   494,795
 463,625 463,625
 10/1/2023
 CytoVale, Inc.   Senior Secured 12.0%   389,196
 383,951 383,951
 7/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   494,995
 483,343 483,343
 11/1/2023
 CytoVale, Inc.   Senior Secured 12.0%   469,270
 463,208
 463,208
 6/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   416,515
 398,198
 398,198
 3/1/2022
 CytoVale, Inc. Subtotal         2,264,771
 2,192,325
 2,192,325
  
 eXo Imaging, Inc.   Senior Secured 11.8%   1,980,023
 1,800,578
 1,800,578
 9/1/2023
 Medrobotics Corporation, Inc.   Senior Secured 18.0%   10,000,000
 8,793,564
 7,734,794
 *
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   3,456,883
 3,290,972
 3,290,972
 4/1/2023
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   3,460,548
 3,413,930
 3,413,930
 4/1/2023
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   2,967,451
 2,908,792
 2,908,792
 4/1/2023
 NeuMoDx Molecular, Inc. Subtotal         9,884,882
 9,613,694
 9,613,694
  
 Siren Care, Inc.   Senior Secured 12.5%   1,979,142
 1,861,088
 1,861,088
 10/1/2023
Medical Devices Total  19.2%       $31,293,448
 $29,265,923
 $28,207,153
  
                  
Other Healthcare                 
 Artisan Development Labs, Inc.   Senior Secured 12.3%   $494,824
 $415,716
 $415,716
 4/1/2023
 Caredox, Inc.   Senior Secured 11.8%   785,090
 765,956
 675,786
 7/1/2022
 Discover Echo, Inc.   Senior Secured 11.0%   165,323
 162,203
 162,203
 12/1/2020
 GoForward, Inc.   Senior Secured 11.5%   6,185,050
 5,619,100
 5,619,100
 9/1/2023
 Grin, Inc.   Senior Secured 12.0%   494,833
 482,988
 482,988
 1/1/2024
 Grin, Inc.   Senior Secured 12.0%   989,770
 932,213
 932,213
 10/1/2023
 Grin, Inc. Subtotal         1,484,603
 1,415,201
 1,415,201
  
 Hello Heart Inc.   Senior Secured 11.0%   990,481
 972,854
 972,854
 4/1/2023
 Hello Heart Inc.   Senior Secured 11.0%   1,237,765
 1,169,801
 1,169,801
 4/1/2023
 Hello Heart Inc. Subtotal         2,228,246
 2,142,655
 2,142,655
  
 HumanAPI, Inc.   Senior Secured 11.8%   1,398,093
 1,331,293
 1,331,293
 10/1/2022
 HumanAPI, Inc.   Senior Secured 11.8%   494,755
 487,180
 487,180
 1/1/2023
 HumanAPI, Inc. Subtotal         1,892,848
 1,818,473
 1,818,473
  
 Sparta Software Corporation   Senior Secured 11.5% 2.2% 396,731
 384,865
 384,865
 5/1/2022
 Therapydia, Inc.   Senior Secured 12.0% 1.7% 115,684
 108,056
 108,056
 3/1/2023
 Therapydia, Inc.   Senior Secured 12.5% 1.7% 124,207
 124,207
 124,207
 6/1/2023
 Therapydia, Inc. Subtotal         239,891
 232,263
 232,263
  
Other Healthcare Total  8.8%       $13,872,606
 $12,956,432
 $12,866,262
  
                  
Other Technology                 
 Aclima, Inc.   Senior Secured 11.9%   $1,687,778
 $1,503,778
 $1,503,778
 4/1/2022
 Antitoxin Technologies Inc. ** ^   Senior Secured 11.5%   451,680
 425,197
 425,197
 9/1/2022

8



IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Apollo Flight Research Inc.   Senior Secured 11.0%   247,622
 243,370
 243,370
 1/1/2023
 Apollo Flight Research Inc.   Senior Secured 11.0%   406,585
 392,525
 392,525
 6/1/2022
 Apollo Flight Research Inc. Subtotal         654,207
 635,895
 635,895
  
 ATeam Army, Inc.   Senior Secured 12.0%   1,237,112
 1,160,880
 1,160,880
 4/1/2023
 Beanfields, PBC   Senior Secured 12.5%   864,769
 822,582
 822,582
 3/1/2023
 Beanfields, PBC   Senior Secured 12.5%   618,350
 602,027
 602,027
 3/1/2023
 Beanfields, PBC Subtotal         1,483,119
 1,424,609
 1,424,609
  
 Belong Home, Inc.   Senior Secured 12.0%   2,969,000
 2,812,510
 2,812,510
 3/1/2024
 Benson Hill Bio, Inc.   Senior Secured 12.5%   9,890,818
 9,073,838
 9,073,838
 5/1/2024
 Brightside Benefit, Inc.   Senior Secured 12.4%   919,513
 905,550
 905,550
 3/1/2023
 Brightside Benefit, Inc.   Senior Secured 12.1%   580,635
 552,066
 552,066
 9/1/2022
 Brightside Benefit, Inc. Subtotal         1,500,148
 1,457,616
 1,457,616
  
 BW Industries, Inc.   Senior Secured 11.8%   1,978,600
 1,801,704
 1,801,704
 5/1/2023
 BW Industries, Inc.   Senior Secured 11.8%   1,978,505
 1,936,660
 1,936,660
 6/1/2023
 BW Industries, Inc. Subtotal         3,957,105
 3,738,364
 3,738,364
  
 Coterie Applications, Inc.   Senior Secured 12.5%   989,236
 851,415
 851,415
 9/1/2023
 DOSH Holdings, Inc.   Senior Secured 11.0%   1,016,562
 1,003,950
 1,003,950
 6/1/2022
 DOSH Holdings, Inc.   Senior Secured 11.0%   4,065,086
 3,926,782
 3,926,782
 6/1/2022
 DOSH Holdings, Inc. Subtotal         5,081,648
 4,930,732
 4,930,732
  
 Fitplan, Inc. ** ^   Senior Secured 12.5%   1,266,870
 1,115,236
 1,087,026
 *
 Flo Water, Inc.   Senior Secured 11.8%   1,979,812
 1,860,231
 1,860,231
 12/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   1,482,539
 1,457,079
 1,457,079
 4/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   494,378
 484,308
 484,308
 8/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   494,251
 485,213
 485,213
 5/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   2,343,659
 2,225,460
 2,225,460
 1/1/2023
 Higher Ground Education, Inc. Subtotal         4,814,827
 4,652,060
 4,652,060
  
 Hint, Inc.   Senior Secured 12.0%   4,948,170
 4,305,927
 4,305,927
 6/1/2023
 Hint, Inc.   Senior Secured 11.0%   1,239,605
 1,179,831
 1,179,831
 8/1/2021
 Hint, Inc. Subtotal         6,187,775
 5,485,758
 5,485,758
  
 Kobo360, Inc. ** ^   Senior Secured 11.3%   64,470
 64,470
 64,470
 9/1/2020
 Kogniz, Inc.   Senior Secured 12.8%   236,625
 207,890
 207,890
 3/1/2022
 Lambda School, Inc.   Senior Secured 11.3%   4,950,870
 4,627,885
 4,627,885
 7/1/2023
 Lambda School, Inc.   Senior Secured 11.3%   2,475,797
 2,475,797
 2,475,797
 8/1/2023
 Lambda School, Inc. Subtotal         7,426,667
 7,103,682
 7,103,682
  
 Make School, Inc.   Senior Secured 11.3%   496,581
 484,654
 484,654
 8/1/2021
 Nevada Nanotech Systems, Inc.   Senior Secured 12.0%   431,573
 415,451
 415,451
 6/1/2021
 NewGlobe Schools, Inc. ** ^   Senior Secured 12.5%   3,494,736
 3,375,547
 3,375,547
 8/1/2022
 NewGlobe Schools, Inc. ** ^   Senior Secured 12.5%   3,462,233
 3,276,362
 3,276,362
 8/1/2023
 NewGlobe Schools, Inc. Subtotal ** ^         6,956,969
 6,651,909
 6,651,909
  
 Noteleaf, Inc.   Senior Secured 12.5%   1,482,170
 1,420,578
 1,420,578
 4/1/2023
 Noteleaf, Inc.   Senior Secured 12.5%   989,137
 969,059
 969,059
 9/1/2023
 Noteleaf, Inc. Subtotal         2,471,307
 2,389,637
 2,389,637
  
 Opya, Inc.   Senior Secured 12.0%   989,171
 948,572
 948,572
 7/1/2023
 Ozy Media, Inc.   Senior Secured 12.8%   2,967,775
 2,716,639
 2,716,639
 6/1/2023
 Ozy Media, Inc.   Senior Secured 12.8%   2,472,322
 2,357,051 2,357,051
 6/1/2023

9



IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Ozy Media, Inc. Subtotal         5,440,097
 5,073,690
 5,073,690
  
 Percepto, Inc.   Senior Secured 12.2%   1,982,767
 1,868,646
 1,868,646
 4/1/2023
 Pitzi, Ltd. ** ^   Senior Secured 12.0%   494,621
 361,158
 361,158
 11/1/2023
 Pitzi, Ltd. ** ^   Senior Secured 12.0%   1,484,670
 1,426,089
 1,426,089
 4/1/2024
 Pitzi, Ltd. Subtotal ** ^         1,979,291
 1,787,247
 1,787,247
  
 Plant Prefab, Inc.   Senior Secured 11.0%   1,155,071
 1,120,894 1,120,894
 8/1/2022
 Platform Science, Inc.   Senior Secured 12.0%   864,790
 822,636 822,636
 2/1/2022
 Plethora, Inc.   Senior Secured 11.5%   1,027,724
 953,714
 953,714
 3/1/2022
 Redaptive, Inc.   Senior Secured 12.0%   4,944,155
 4,760,519
 4,760,519
 12/1/2022
 Romaine Empire, Inc.   Senior Secured 12.3%   5,927,887
 5,629,714 5,629,714
 7/1/2023
 Saber es Poder, Inc.   Senior Secured 10.5%   195,517
 196,062
 196,062
 5/1/2022
 Saber es Poder, Inc.   Senior Secured 10.5%   360,060
 347,698
 347,698
 3/1/2022
 Saber es Poder, Inc. Subtotal         555,577
 543,760
 543,760
  
 Saltbox, Inc.   Senior Secured 12.3%   494,333
 473,434
 473,434
 6/1/2023
 Strong Arm Technologies, Inc.   Senior Secured 12.0%   447,175
 438,534
 438,534
 5/1/2021
 Sustainable Living Partners, LLC   Senior Secured 12.5%   4,943,780
 4,306,502
 4,306,502
 8/1/2023
 Theatro Labs, Inc.   Senior Secured 12.0%   1,122,965
 1,098,804
 1,098,804
 8/1/2022
 Thras.io, Inc.   Senior Secured 12.0% 47.3% 94,758
 94,758
 94,758
 8/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 287,676
 287,676
 287,676
 6/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 292,930
 264,489
 264,489
 4/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 194,359
 194,359
 194,359
 4/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 383,020
 383,020
 383,020
 6/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 47.3% 476,705
 476,705
 476,705
 7/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 193,170
 193,170
 193,170
 5/1/2024
 Thras.io, Inc. Subtotal         1,922,618
 1,894,177
 1,894,177
  
 TIER Mobility GmbH ** ^   Senior Secured 12.0%   8,892,000
 8,454,515
 8,454,515
 4/1/2023
 Veev Group, Inc.   Senior Secured 12.5%   3,709,635
 3,631,372
 3,631,372
 6/1/2023
 Veev Group, Inc.   Senior Secured 12.5%   629,811
 612,441
 612,441
 12/1/2021
 Veev Group, Inc.   Senior Secured 12.5%   1,236,300
 1,087,308
 1,087,308
 6/1/2023
 Veev Group, Inc. Subtotal         5,575,746
 5,331,121
 5,331,121
  
 Velo Holdings Limited   Senior Secured 12.0%   2,471,720
 2,368,342
 2,368,342
 6/1/2022
 Virtuix Holdings, Inc.   Senior Secured 12.3%   188,420
 185,397
 131,035
 4/1/2022
 Voodoo Manufacturing, Inc.   Senior Secured 12.0%   271,105
 255,671
 255,671
 3/1/2022
 Wheels Labs, Inc.   Senior Secured 12.5%   3,931,163
 3,828,188
 3,828,188
 8/1/2022
 Wine Plum, Inc.   Senior Secured 12.5%   903,248
 868,632
 868,632
 9/1/2022
Other Technology Total  75.9%       $118,266,130
 $111,458,521
 $111,375,949
  
                  
Security                 
 Axonius, Inc.   Senior Secured 12.0%   $265,789
 $259,702
 $259,702
 9/1/2021
 Nok Nok Labs, Inc.   Senior Secured 12.5%   698,840
 687,374
 687,374
 6/1/2022
 Safetrust Holdings, Inc.   Senior Secured 12.5%   249,930
 194,010
 194,010
 6/1/2021
Security Total  0.8%       $1,214,559
 $1,141,086
 $1,141,086
  
                  
Semiconductors & Equipment                 
 ETA Compute, Inc.   Senior Secured 12.0%   $894,907
 $872,137
 $872,137
 11/1/2021
Semiconductors & Equipment Total  0.6%       $894,907
 $872,137
 $872,137
  
                  

10



IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
Software                 
 Alkanza Inc.   Senior Secured 18.0%   $
 $
 $59,963
 *
 ArborMetrix, Inc.   Senior Secured 12.5%   1,483,117
 1,409,128
 1,409,128
 9/1/2023
 ArborMetrix, Inc.   Senior Secured 12.5%   742,103
 716,477
 716,477
 9/1/2023
 ArborMetrix, Inc. Subtotal         2,225,220
 2,125,605
 2,125,605
  
 BackboneAI Inc.   Senior Secured 12.3%   490,302
 413,711
 413,711
 6/1/2023
 Blockdaemon, Inc.   Senior Secured 11.3%   203,416
 197,185
 197,185
 6/1/2022
 Blockdaemon, Inc.   Senior Secured 11.3%   124,139
 117,566
 117,566
 8/1/2021
 Blockdaemon, Inc. Subtotal         327,555
 314,751
 314,751
  
 Canary Technologies Corporation   Senior Secured 11.5%   247,486
 230,581
 230,581
 6/1/2023
 Censia Inc.   Senior Secured 11.0%   932,061
 887,745
 887,745
 10/1/2022
 Cloudleaf, Inc.   Senior Secured 12.0%   1,484,039
 1,372,478
 1,372,478
 8/1/2023
 Dynamics, Inc.   Senior Secured 12.5%   3,749,311
 3,469,290
 3,469,290
 8/1/2021
 Eskalera, Inc.   Senior Secured 10.5%   990,540
 955,381
 955,381
 3/1/2023
 ICX Media, Inc.   Senior Secured 12.5%   247,342
 241,625
 241,625
 7/1/2023
 ICX Media, Inc.   Senior Secured 12.5%   247,302
 241,944
 241,944
 5/1/2023
 ICX Media, Inc.   Senior Secured 12.5%   392,418
 369,805
 369,805
 5/1/2022
 ICX Media, Inc. Subtotal         887,062
 853,374
 853,374
  
 Invoice2Go, Inc.   Senior Secured 12.0%   989,469
 948,068
 948,068
 6/1/2023
 Invoice2Go, Inc.   Senior Secured 12.0%   989,667
 937,249
 937,249
 6/1/2024
 Invoice2Go, Inc.   Senior Secured 12.0%   960,412
 948,896 948,896
 11/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   722,512
 663,597 663,597
 3/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   843,832
 834,726
 834,726
 7/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   989,779
 768,453 768,453
 3/1/2024
 Invoice2Go, Inc.   Senior Secured 12.0%   989,168
 975,019
 975,019
 3/1/2023
 Invoice2Go, Inc. Subtotal         6,484,839
 6,076,008
 6,076,008
  
 Ipolipo, Inc.   Senior Secured 12.0%   2,091,340
 1,933,509
 1,515,517
 6/1/2022
 Lucideus, Inc.   Senior Secured 12.0%   494,680
 458,834
 458,834
 2/1/2023
 Medable, Inc.   Senior Secured 12.0%   989,275
 972,909
 972,909
 2/1/2023
 Medable, Inc.   Senior Secured 12.0%   1,978,302
 1,850,469
 1,850,469
 2/1/2023
 Medable, Inc. Subtotal         2,967,577
 2,823,378
 2,823,378
  
 Metawave Corporation   Senior Secured 12.0%   778,277
 756,907
 756,907
 7/1/2022
 Migo Money, Inc. ** ^   Senior Secured 12.5%   361,812
 361,812 361,812
 3/1/2022
 Migo Money, Inc. ** ^   Senior Secured 12.3%   471,807
 450,188
 450,188
 12/1/2021
 Migo Money, Inc. Subtotal ** ^         833,619
 812,000
 812,000
  
 OrderGroove, Inc.   Senior Secured 12.0%   1,236,039
 1,218,285
 1,218,285
 6/1/2023
 OrderGroove, Inc.   Senior Secured 12.0%   2,470,382
 2,376,310
 2,376,310
 6/1/2023
 OrderGroove, Inc.   Senior Secured 12.0%   1,236,330
 1,217,028
 1,217,028
 6/1/2023
 OrderGroove, Inc. Subtotal         4,942,751
 4,811,623
 4,811,623
  
 Owl Cameras, Inc.   Senior Secured 18.0%   782,506
 487,626
 442,320
 *
 PlushCare, Inc.   Senior Secured 11.8%   588,084
 578,197
 578,197
 5/1/2022
 PlushCare, Inc.   Senior Secured 11.8%   783,462
 754,684
 754,684
 5/1/2022
 PlushCare, Inc. Subtotal         1,371,546
 1,332,881
 1,332,881
  
 Reciprocity, Inc.   Senior Secured 12.0%   1,286,729
 1,160,399
 1,160,399
 3/1/2023
 Resilio, Inc.   Senior Secured 12.8%   82,589
 75,807
 75,807
 3/1/2021
 Resilio, Inc.   Senior Secured 12.8%   99,899
 99,899
 99,899
 5/1/2021
 Resilio, Inc. Subtotal         182,488
 175,706
 175,706
  
 Splitwise, Inc.   Senior Secured 12.3%   494,441
 474,044
 474,044
 12/1/2022
 Stitch Labs, Inc.   Senior Secured 12.3%   1,828,901
 1,770,714
 1,687,675
 9/1/2022
 Swivel, Inc.   Senior Secured 12.0%   214,838
 214,838
 214,838
 10/1/2022
 Swivel, Inc.   Senior Secured 12.0%   201,396
 189,836
 189,836
 8/1/2022

11



IndustryBorrower Percent of Net Assets (a) Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Swivel, Inc. Subtotal         416,234
 404,674
 404,674
  
 Trendalytics Innovation Labs, Inc.   Senior Secured 12.8%   244,512
 224,575
 76,758
 6/1/2022
 Truthset, Inc.   Senior Secured 10.5%   371,538
 371,538
 371,538
 5/1/2023
 Truthset, Inc.   Senior Secured 10.5%   371,449
 344,841
 344,841
 2/1/2023
 Truthset, Inc. Subtotal         742,987
 716,379
 716,379
  
 Venuetize, LLC   Senior Secured 12.3%   173,834
 161,407
 161,407
 4/1/2022
 Workspot, Inc.   Senior Secured 12.0%   398,658
 381,570
 381,570
 9/1/2021
 Workspot, Inc.   Senior Secured 12.0%   655,429
 614,973
 614,973
 8/1/2022
 Workspot, Inc.   Senior Secured 12.0%   699,169
 684,027
 684,027
 10/1/2022
 Workspot, Inc. Subtotal         1,753,256
 1,680,570
 1,680,570
  
Software Total  24.7%       $39,204,093
 $36,884,150
 $36,249,959
  
                  
Technology Services                 
 Callisto Media, Inc.   Senior Secured 10.0%   $2,478,814
 $2,431,219
 $2,431,219
 9/1/2023
 Callisto Media, Inc.   Senior Secured 10.3%   2,477,676
 2,213,581
 2,213,581
 6/1/2023
 Callisto Media, Inc. Subtotal         4,956,490
 4,644,800
 4,644,800
  
 Keyo AI Inc.   Senior Secured 10.0%   390,674
 376,935
 223,598
 8/1/2022
 Klar Holdings Limited ** ^   Senior Secured 12.5%   233,034
 192,421
 192,421
 10/1/2022
 Leap Services, Inc.   Senior Secured 12.0%   407,233
 391,561
 391,561
 6/1/2022
 Lifit, Inc. ** ^   Senior Secured 12.0%   436,807
 410,816
 410,816
 8/1/2022
 Lifit, Inc. ** ^   Senior Secured 12.0%   466,001
 458,627
 458,627
 10/1/2022
 Lifit, Inc. Subtotal ** ^        ��902,808
 869,443
 869,443
  
 Loansnap Holdings Inc. **   Senior Secured 11.0%   2,643,980
 2,503,268
 2,131,008
 12/1/2022
 Relimetrics, Inc.   Senior Secured 11.3%   246,998
 239,260
 239,260
 1/1/2022
 Solugen, Inc.   Senior Secured 11.0%   1,238,389
 1,214,042
 1,214,042
 1/1/2023
 Solugen, Inc.   Senior Secured 11.0%   1,237,787
 1,218,803
 1,218,803
 1/1/2023
 Solugen, Inc.   Senior Secured 11.0%   2,475,088
 2,328,821
 2,328,821
 1/1/2023
 Solugen, Inc. Subtotal         4,951,264
 4,761,666
 4,761,666
  
 Thrive Financial, Inc. **   Senior Secured 9.3%   248,071
 248,071
 248,071
 11/1/2023
 Thrive Financial, Inc. **   Senior Secured 11.5%   932,094
 888,819
 888,819
 10/1/2022
 Thrive Financial, Inc. Subtotal **         1,180,165
 1,136,890
 1,136,890
  
 Zanbato, Inc.   Senior Secured 11.0%   3,467,266
 3,315,974
 3,315,974
 9/1/2023
 Zeel Networks, Inc.   Senior Secured 11.0%   2,049,602
 1,979,182
 1,814,545
 3/1/2022
Technology Services Total  13.4%       $21,429,514
 $20,411,400
 $19,721,166
  
                  
Wireless                 
 AirVine Scientific, Inc.   Senior Secured 12.0%   $112,901
 $106,850
 $106,850
 9/1/2022
 AirVine Scientific, Inc.   Senior Secured 12.0%   112,980
 110,313
 110,313
 9/1/2022
 AirVine Scientific, Inc. Subtotal         225,881
 217,163
 217,163
  
 Parallel Wireless, Inc.   Senior Secured 11.8%   3,217,103
 3,151,845
 3,151,845
 8/1/2023
 Parallel Wireless, Inc.   Senior Secured 11.8%   6,432,796
 6,086,404
 6,086,404
 6/1/2023
 Parallel Wireless, Inc.   Senior Secured 11.8%   3,217,537
 3,149,543
 3,149,543
 9/1/2023
 Parallel Wireless, Inc. Subtotal         12,867,436
 12,387,792
 12,387,792
  
Wireless Total  8.6%       $13,093,317
 $12,604,955
 $12,604,955
  
Grand Total  176.8%       $285,320,704
 $266,512,433
 $259,423,657
  

* As of June 30, 2020, loans with a cost basis of $15.6 million and a fair value of $10.4 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no income has been recognized.


12



**Indicates assets that the Fund deems “non-qualifying assets." As of June 30, 2020, 10.7% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an "eligible portfolio company," as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.

(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

As of June 30, 2020, all loans were made to non-affiliates.


See notes to condensed financial statements.

13



VENTURE LENDING & LEASING IX, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF DECEMBER 31, 2019

IndustryBorrower 
Percent of Net Assets (a)
 Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
                  
Biotechnology                 
 Antheia, Inc.   Senior Secured 11.5%   $1,483,639
 $1,408,221
 $1,408,221
 12/1/2022
 Antheia, Inc.   Senior Secured 11.5%   1,485,034
 1,457,221
 1,457,221
 12/1/2022
 Antheia, Inc. Subtotal         2,968,673
 2,865,442
 2,865,442
  
 Quartzy, Inc.   Senior Secured 12.0%   742,489
 624,980
 624,980
 8/1/2023
Biotechnology Total  3.1%       $3,711,162
 $3,490,422
 $3,490,422
  
                  
Computers & Storage                 
 Canary Connect, Inc.   Senior Secured 12.8%   $2,472,801
 $2,370,284
 $2,370,284
 3/1/2023
Computers & Storage Total  2.1%       $2,472,801
 $2,370,284
 $2,370,284
  
                  
Enterprise Networking                 
 SnapRoute, Inc.   Senior Secured 18.0%   $2,556,019
 $112,500
 $112,500
 *
Enterprise Networking Total  0.1%       $2,556,019
 $112,500
 $112,500
  
                  
Internet                 
 Ainsly, Inc.**^   Senior Secured 12.5%   $741,853
 $677,056
 $677,056
 8/1/2022
 Ainsly, Inc.**^   Senior Secured 12.5%   247,301
 247,301
 247,301
 8/1/2022
 Ainsly, Inc.**^ Subtotal         989,154
 924,357
 924,357
  
 Amino Payments, Inc.   Senior Secured 10.8%   532,709
 499,394
 499,394
 3/1/2022
 Cesium, Inc.   Senior Secured 10.3%   247,773
 228,311
 228,311
 1/1/2023
 Cesium, Inc.   Senior Secured 10.3%   123,007
 120,175
 120,175
 1/1/2023
 Cesium, Inc. Subtotal         370,780
 348,486
 348,486
  
 FindShadow, PBC   Senior Secured 11.5%   582,658
 552,638
 552,638
 4/1/2022
 Lukla, Inc.   Senior Secured 12.5%   494,770
 411,213
 411,213
 12/1/2022
 Marley Spoon, Inc.**^   Senior Secured 12.0% 2.5% 3,712,354
 2,605,484
 2,605,484
 5/1/2023
 Masse, Inc.   Senior Secured 11.5%   371,266
 340,411
 340,411
 10/1/2022
 Masse, Inc.   Senior Secured 11.5%   371,367
 362,237
 362,237
 1/1/2023
 Masse, Inc. Subtotal         742,633
 702,648
 702,648
  
 Merchbar, Inc.   Senior Secured 11.8%   494,959
 458,681
 458,681
 3/1/2023
 MyPizza Technologies, Inc.   Senior Secured 11.5%   2,474,878
 2,419,067
 2,419,067
 2/1/2023
 MyPizza Technologies, Inc.   Senior Secured 11.5%   4,949,181
 4,687,370
 4,687,370
 12/1/2022
 My Pizza Technologies, Inc. Subtotal         7,424,059
 7,106,437
 7,106,437
  
 Nimble Rx, Inc.   Senior Secured 12.0%   1,237,263
 1,068,622
 1,068,622
 2/1/2023
 Osix Corporation   Senior Secured 12.3%   81,469
 71,706
 71,706
 12/1/2021
 Protecht, Inc.   Senior Secured 12.5%   814,144
 782,670
 782,670
 12/1/2021
 Serface Care, Inc.   Senior Secured 12.3%   655,700
 617,093
 466,871
 2/1/2022
 Serface Care, Inc.   Senior Secured 12.3%   218,620
 213,641
 161,633
 2/1/2022
 Serface Care, Inc. Subtotal         874,320
 830,734
 628,504
  
 Stay Alfred, Inc.   Senior Secured 12.0%   4,948,899
 4,567,733
 4,567,733
 7/1/2023
 Thrive Market, Inc.   Senior Secured 12.3%   6,444,148
 6,285,233
 6,285,233
 4/1/2022
 Verishop, Inc.   Senior Secured 12.0%   2,470,833
 2,419,085
 2,419,085
 12/1/2023
 Verishop, Inc.   Senior Secured 12.0%   2,474,370
 2,315,633
 2,315,633
 12/1/2023
 Verishop, Inc. Subtotal         4,945,203
 4,734,718
 4,734,718
  
Internet Total  27.9%       $34,689,522
 $31,950,754
 $31,748,524
  
                  

14



IndustryBorrower 
Percent of Net Assets (a)
 Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
Medical Devices                 
 Ablacon, Inc.   Senior Secured 11.0%   $2,476,651
 $2,318,784
 $2,318,784
 3/1/2023
 Anutra Medical, Inc.   Senior Secured 12.0%   247,474
 234,112
 234,112
 10/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   570,096
 561,077
 561,077
 6/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   520,387
 491,789
 491,789
 3/1/2022
 CytoVale, Inc.   Senior Secured 12.0%   469,059
 461,375
 461,375
 7/1/2022
 CytoVale, Inc. Subtotal         1,559,542
 1,514,241
 1,514,241
  
 Medrobotics Corporation, Inc.   Senior Secured 12.0%   9,879,965
 8,717,603
 8,717,603
 6/1/2021
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   3,462,834
 3,402,907
 3,402,907
 4/1/2023
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   3,459,382
 3,247,068
 3,247,068
 4/1/2023
 NeuMoDx Molecular, Inc.   Senior Secured 12.0%   2,969,337
 2,893,992
 2,893,992
 4/1/2023
 NeuMoDx Molecular, Inc. Subtotal         9,891,553
 9,543,967
 9,543,967
  
Medical Devices Total  19.6%       $24,055,185
 $22,328,707
 $22,328,707
  
                  
Other Healthcare                 
 Caredox, Inc.   Senior Secured 11.8%   $941,631
 $909,177
 $909,177
 10/1/2021
 Discover Echo, Inc.   Senior Secured 11.0%   321,838
 310,782
 310,782
 12/1/2020
 GoForward, Inc.   Senior Secured 11.5%   6,188,651
 5,511,946
 5,511,946
 9/1/2023
 Hello Heart Inc.   Senior Secured 11.0%   1,238,420
 1,152,819
 1,152,819
 4/1/2023
 HumanAPI, Inc.   Senior Secured 11.8%   495,054
 485,091
 485,091
 1/1/2023
 HumanAPI, Inc.   Senior Secured 11.8%   1,484,721
 1,392,560
 1,392,560
 10/1/2022
 HumanAPI, Inc. Subtotal         1,979,775
 1,877,651
 1,877,651
  
 Sparta Software Corporation   Senior Secured 11.5% 2.2% 483,127
 465,420
 465,420
 5/1/2022
 Therapydia, Inc.   Senior Secured 12.5% 1.7% 123,953
 123,953
 123,953
 6/1/2023
 Therapydia, Inc.   Senior Secured 12.0% 1.7% 124,078
 114,085
 114,085
 3/1/2023
 Therapydia, Inc. Subtotal         248,031
 238,038
 238,038
  
Other Healthcare Total  9.2%       $11,401,473
 $10,465,833
 $10,465,833
  
                  
Other Technology                 
 Aclima, Inc.   Senior Secured 12.0%   $2,487,792
 $2,434,107
 $2,434,107
 *
 Antitoxin Technologies Inc.**^   Senior Secured 11.5%   495,197
 458,025
 458,025
 9/1/2022
 Apollo Flight Research Inc.   Senior Secured 11.0%   495,063
 474,151
 474,151
 6/1/2022
 AvantStay, Inc.   Senior Secured 11.0%   990,006
 950,646
 950,646
 6/1/2022
 Beanfields, PBC   Senior Secured 12.5%   865,388
 811,782
 811,782
 3/1/2023
 Brightside Benefit, Inc.   Senior Secured 12.4%   989,026
 970,529
 970,529
 3/1/2023
 Brightside Benefit, Inc.   Senior Secured 12.1%   689,624
 649,139
 649,139
 9/1/2022
 Brightside Benefit, Inc. Subtotal         1,678,650
 1,619,668
 1,619,668
  
 BW Industries, Inc.   Senior Secured 11.8%   1,979,730
 1,927,230
 1,927,230
 6/1/2023
 BW Industries, Inc.   Senior Secured 11.8%   1,979,819
 1,757,319
 1,757,319
 5/1/2023
 BW Industries, Inc. Subtotal         3,959,549
 3,684,549
 3,684,549
  
 DOSH Holdings, Inc.   Senior Secured 11.0%   1,237,779
 1,218,953
 1,218,953
 6/1/2022
 DOSH Holdings, Inc.   Senior Secured 11.0%   4,949,699
 4,743,974
 4,743,974
 6/1/2022
 DOSH Holdings, Inc. Subtotal         6,187,478
 5,962,927
 5,962,927
  
 Fitplan, Inc.**^   Senior Secured 12.5%   451,727
 437,616
 437,616
 3/1/2022
 Fitplan, Inc.**^   Senior Secured 12.5%   677,222
 647,498
 647,498
 3/1/2022
 Fitplan, Inc.**^   Senior Secured 12.5%   225,795
 225,795
 225,795
 3/1/2022
 Fitplan, Inc.**^ Subtotal         1,354,744
 1,310,909
 1,310,909
  
 Higher Ground Education, Inc.   Senior Secured 12.5%   2,471,753
 2,313,924
 2,313,924
 1/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   1,483,595
 1,450,927
 1,450,927
 4/1/2023

15



IndustryBorrower 
Percent of Net Assets (a)
 Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Higher Ground Education, Inc.   Senior Secured 12.5%   494,598
 483,148
 483,148
 5/1/2023
 Higher Ground Education, Inc.   Senior Secured 12.5%   494,718
 482,359
 482,359
 8/1/2023
 Higher Ground Education, Inc. Subtotal         4,944,664
 4,730,358
 4,730,358
  
 Hint, Inc.   Senior Secured 11.0%   1,724,265
 1,610,424
 1,610,424
 8/1/2021
 Kobo360, Inc.**^   Senior Secured 11.3%   188,120
 188,120
 188,120
 9/1/2020
 Kobo360, Inc.**^   Senior Secured 11.3%   127,168
 125,342
 125,342
 6/1/2020
 Kobo360, Inc.**^ Subtotal         315,288
 313,462
 313,462
  
 Kogniz, Inc.   Senior Secured 12.8%   271,626
 225,274
 225,274
 9/1/2021
 Make School, Inc.   Senior Secured 11.3%   690,328
 667,484
 667,484
 8/1/2021
 Nevada Nanotech Systems, Inc.   Senior Secured 12.0%   628,788
 595,193
 595,193
 6/1/2021
 NewGlobe Schools, Inc.   Senior Secured 12.5%   3,954,583
 3,784,146
 3,784,146
 8/1/2022
 Noteleaf, Inc.   Senior Secured 12.5%   1,483,247
 1,404,471
 1,404,471
 4/1/2023
 Opya, Inc.   Senior Secured 12.0%   989,594
 936,064
 936,064
 1/1/2023
 Percepto, Inc.   Senior Secured 11.8%   1,485,000
 1,390,197
 1,390,197
 11/1/2022
 Pitzi, Ltd.**^   Senior Secured 12.0%   494,932
 337,890
 337,890
 11/1/2023
 Plant Prefab, Inc.   Senior Secured 11.0%   436,815
 429,152
 429,152
 2/1/2022
 Plant Prefab, Inc.   Senior Secured 11.0%   495,230
 485,444
 485,444
 8/1/2022
 Plant Prefab, Inc.   Senior Secured 11.0%   436,736
 408,403
 408,403
 2/1/2022
 Plant Prefab, Inc. Subtotal         1,368,781
 1,322,999
 1,322,999
  
 Platform Science, Inc.   Senior Secured 12.0%   1,092,405
 1,025,274
 1,025,274
 2/1/2022
 Plethora, Inc.   Senior Secured 11.5%   1,143,203
 1,040,015
 1,040,015
 3/1/2022
 Redaptive, Inc.   Senior Secured 12.0%   4,947,392
 4,702,878
 4,702,878
 12/1/2022
 Romaine Empire, Inc.   Senior Secured 11.0% 4.1% 2,989,549
 2,821,203
 2,821,203
 2/1/2023
 Romaine Empire, Inc.   Senior Secured 12.3% 3.6% 2,984,037
 2,923,783
 2,923,783
 2/1/2023
 Romaine Empire, Inc. Subtotal         5,973,586
 5,744,986
 5,744,986
  
 Saber es Poder, Inc.   Senior Secured 10.5%   451,402
 431,977
 431,977
 3/1/2022
 Saber es Poder, Inc.   Senior Secured 10.5%   240,399
 241,229
 241,229
 5/1/2022
 Saber es Poder, Inc. Subtotal         691,801
 673,206
 673,206
  
 Saltbox, Inc.   Senior Secured 12.3%   494,667
 468,114
 468,114
 6/1/2023
 SkyKick, Inc.   Senior Secured 11.0%   4,949,290
 4,766,396
 4,766,396
 6/1/2022
 Strong Arm Technologies, Inc.   Senior Secured 12.0%   671,229
 652,092
 652,092
 5/1/2021
 Sustainable Living Partners, LLC   Senior Secured 12.5%   4,947,179
 4,164,487
 4,164,487
 8/1/2023
 Theatro Labs, Inc.   Senior Secured 12.0%   1,343,387
 1,308,538
 1,308,538
 8/1/2022
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 185,880
 185,880
 185,880
 5/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 281,514
 250,101
 250,101
 4/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 186,943
 186,943
 186,943
 4/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 47.3% 91,070
 91,070
 91,070
 8/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 368,336
 368,336
 368,336
 6/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 45.1% 276,852
 276,852
 276,852
 6/1/2024
 Thras.io, Inc.   Senior Secured 12.0% 47.3% 457,896
 457,896
 457,896
 7/1/2024
 Thras.io, Inc. Subtotal         1,848,491
 1,817,078
 1,817,078
  
 Veev Group, Inc.   Senior Secured 12.5%   814,961
 785,872
 785,872
 12/1/2021
 Velo Holdings Limited   Senior Secured 12.0%   2,473,358
 2,326,791
 2,326,791
 6/1/2022
 Virtuix Holdings, Inc.   Senior Secured 12.3%   232,911
 228,261
 228,261
 4/1/2022
 Voodoo Manufacturing, Inc.   Senior Secured 12.0%   338,714
 314,676
 314,676
 3/1/2022
 Wheels Labs, Inc.   Senior Secured 12.5%   4,448,446
 4,301,016
 4,301,016
 8/1/2022
 Wine Plum, Inc.   Senior Secured 12.5%   989,226
 940,635
 940,635
 9/1/2022
Other Technology Total  61.7%       $74,265,209
 $70,285,041
 $70,285,041
  
                  
Security                 
 Axonius, Inc.   Senior Secured 12.0%   $361,483
 $350,280
 $350,280
 9/1/2021

16



IndustryBorrower 
Percent of Net Assets (a)
 Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Nok Nok Labs, Inc.   Senior Secured 12.5%   848,037
 831,014
 831,014
 6/1/2022
 Safetrust Holdings, Inc.   Senior Secured 12.5%   314,927
 295,554
 295,554
 6/1/2021
Security Total  1.3%       $1,524,447
 $1,476,848
 $1,476,848
  
                  
Semiconductors & Equipment                 
 ETA Compute, Inc.   Senior Secured 12.0%   $1,176,312
 $1,137,034
 $1,137,034
 11/1/2021
Semiconductors & Equipment Total  1.0%       $1,176,312
 $1,137,034
 $1,137,034
  
                  
Software                 
 Alkanza Inc.   Senior Secured 18.0%   $677,531
 $317,479
 $160,154
 *
 ArborMetrix, Inc.   Senior Secured 12.5%   1,484,138
 1,392,854
 1,392,854
 6/1/2023
 Blockdaemon, Inc.   Senior Secured 11.3%   247,542
 238,275
 238,275
 6/1/2022
 Blockdaemon, Inc.   Senior Secured 11.3%   172,574
 160,080
 160,080
 8/1/2021
 Blocdaemon, Inc. Subtotal         420,116
 398,355
 398,355
  
 Canary Technologies Corporation   Senior Secured 11.5%   247,445
 227,240
 227,240
 6/1/2023
 Censia Inc.   Senior Secured 11.0%   990,325
 929,044
 929,044
 10/1/2022
 Cloudleaf, Inc.   Senior Secured 12.0%   1,484,964
 1,348,759
 1,348,759
 8/1/2023
 Dynamics, Inc.   Senior Secured 12.5%   5,196,946
 4,670,012
 4,670,012
 8/1/2021
 Eskalera, Inc.   Senior Secured 10.5%   991,021
 946,027
 946,027
 3/1/2023
 ICX Media, Inc.   Senior Secured 12.5%   480,312
 446,415
 446,415
 5/1/2022
 Interana, Inc.   Senior Secured 11.3%   1,880,980
 1,838,925
 1,838,925
 6/1/2021
 Invoice2Go, Inc.   Senior Secured 12.0%   902,694
 811,358
 811,358
 3/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   988,950
 975,628
 975,628
 7/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   989,381
 973,707
 973,707
 11/1/2022
 Invoice2Go, Inc.   Senior Secured 12.0%   989,795
 971,709
 971,709
 3/1/2023
 Invoice2Go, Inc.   Senior Secured 12.0%   988,333
 938,608
 938,608
 6/1/2023
 Invoice2Go, Inc. Subtotal         4,859,153
 4,671,010
 4,671,010
  
 Ipolipo, Inc.   Senior Secured 12.0%   2,181,071
 2,058,285
 2,058,285
 6/1/2022
 Lucideus, Inc.   Senior Secured 12.0%   494,988
 448,935
 448,935
 2/1/2023
 Medable, Inc.   Senior Secured 12.0%   989,897
 968,703
 968,703
 2/1/2023
 Medable, Inc.   Senior Secured 12.0%   1,979,560
 1,815,140
 1,815,140
 2/1/2023
 Medable, Inc. Subtotal         2,969,457
 2,783,843
 2,783,843
  
 Metawave Corporation   Senior Secured 12.0%   937,979
 906,739
 906,739
 7/1/2022
 Migo Money, Inc.**^   Senior Secured 12.5%   451,529
 451,529
 451,529
 3/1/2022
 Migo Money, Inc.**^   Senior Secured 12.3%   610,858
 574,763
 574,763
 12/1/2021
 Migo Money, Inc.**^ Subtotal         1,062,387
 1,026,292
 1,026,292
  
 OrderGroove, Inc.   Senior Secured 12.0%   2,472,099
 2,352,429
 2,352,429
 6/1/2023
 OrderGroove, Inc.   Senior Secured 12.0%   1,236,848
 1,214,197
 1,214,197
 6/1/2023
 OrderGroove, Inc.   Senior Secured 12.0%   1,237,122
 1,212,501
 1,212,501
 6/1/2023
 OrderGroove, Inc. Subtotal         4,946,069
 4,779,127
 4,779,127
  
 Owl Cameras, Inc.   Senior Secured 18.0%   3,461,552
 2,866,672
 2,322,293
 *
 PlushCare, Inc.   Senior Secured 11.8%   721,024
 706,066
 706,066
 5/1/2022
 PlushCare, Inc.   Senior Secured 11.8%   960,569
 917,175
 917,175
 5/1/2022
 PlushCare, Inc. Subtotal         1,681,593
 1,623,241
 1,623,241
  
 Ready Education Inc.**^   Senior Secured 11.5%   180,541
 180,541
 180,541
 9/1/2021
 Ready Education Inc.**^   Senior Secured 11.5%   349,214
 349,214
 349,214
 9/1/2021
 Ready Education, Inc.**^ Subtotal         529,755
 529,755
 529,755
  
 Resilio, Inc.   Senior Secured 12.8%   149,688
 149,688
 149,688
 5/1/2021
 Resilio, Inc.   Senior Secured 12.8%   133,441
 116,663
 116,663
 3/1/2021
 Resilio, Inc. Subtotal         283,129
 266,351
 266,351
  
 Splitwise, Inc.   Senior Secured 12.3%   494,768
 467,646
 467,646
 12/1/2022
 Stitch Labs, Inc.   Senior Secured 12.0%   1,310,479
 1,234,947
 1,234,947
 2/1/2022
 Stitch Labs, Inc.   Senior Secured 12.3%   741,828
 728,702
 728,702
 6/1/2022

17



IndustryBorrower 
Percent of Net Assets (a)
 Collateral Interest Rate (b) End of Term Payment (c) Principal Cost Fair Value Maturity Date
 Stitch Labs, Inc. Subtotal         2,052,307
 1,963,649
 1,963,649
  
 Swivel, Inc.   Senior Secured 12.0%   247,319
 247,319
 247,319
 10/1/2022
 Swivel, Inc.   Senior Secured 12.0%   240,927
 224,342
 224,342
 8/1/2022
 Swivel, Inc. Subtotal         488,246
 471,661
 471,661
  
 Talla, Inc.   Senior Secured 12.5%   480,218
 448,442
 448,442
 5/1/2022
 Trendalytics Innovation Labs, Inc.   Senior Secured 12.8%   296,547
 267,283
 267,283
 6/1/2022
 Truthset, Inc.   Senior Secured 10.5%   371,714
 371,714
 371,714
 5/1/2023
 Truthset, Inc.   Senior Secured 10.5%   371,630
 337,302
 337,302
 2/1/2023
 Truthset, Inc. Subtotal         743,344
 709,016
 709,016
  
 Venuetize, LLC   Senior Secured 12.3%   214,880
 195,955
 195,955
 4/1/2022
 Workspot, Inc.   Senior Secured 12.0%   742,358
 721,400
 721,400
 10/1/2022
 Workspot, Inc.   Senior Secured 12.0%   742,204
 684,512
 684,512
 8/1/2022
 Workspot, Inc.   Senior Secured 12.0%   542,189
 510,896
 510,896
 9/1/2021
 Workspot, Inc. Subtotal         2,026,751
 1,916,808
 1,916,808
  
Software Total  35.3%       $44,057,972
 $40,915,820
 $40,214,116
  
                  
Technology Services                 
 Callisto Media, Inc.   Senior Secured 10.3%   $2,475,086
 $2,171,160
 $2,171,160
 6/1/2023
 Keyo AI Inc.   Senior Secured 10.0%   436,352
 414,912
 414,912
 2/1/2022
 Klar Holdings Limited**^   Senior Secured 12.5%   247,346
 192,549
 192,549
 10/1/2022
 Leap Services, Inc.   Senior Secured 12.0%   494,731
 471,508
 471,508
 6/1/2022
 Lifit, Inc.**^   Senior Secured 12.0%   494,641
 457,564
 457,564
 8/1/2022
 Lifit, Inc.**^   Senior Secured 12.0%   494,791
 484,576
 484,576
 10/1/2022
 Lift, Inc.**^ Subtotal         989,432
 942,140
 942,140
  
 Loansnap Holdings Inc.**   Senior Secured 11.0%   2,723,258
 2,610,640
 2,610,640
 6/1/2022
 Relimetrics, Inc.   Senior Secured 11.3%   316,328
 303,649
 303,649
 1/1/2022
 Solugen, Inc.   Senior Secured 11.0%   2,476,420
 2,284,875
 2,284,875
 1/1/2023
 Solugen, Inc.   Senior Secured 11.0%   1,238,440
 1,213,420
 1,213,420
 1/1/2023
 Solugen, Inc. Subtotal         3,714,860
 3,498,295
 3,498,295
  
 Thrive Financial, Inc.**   Senior Secured 11.5%   990,014
 930,252
 930,252
 10/1/2022
 Zeel Networks, Inc.   Senior Secured 11.0%   2,122,811
 2,039,447
 2,039,447
 3/1/2022
Technology Services Total  11.9%       $14,510,218
 $13,574,552
 $13,574,552
  
                  
Wireless                 
 AirVine Scientific, Inc.   Senior Secured 12.0%   $123,714
 $115,226
 $115,226
 9/1/2022
 Parallel Wireless, Inc.   Senior Secured 11.8%   6,410,893
 5,992,158
 5,992,158
 6/1/2023
Wireless Total  5.4%       $6,534,607
 $6,107,384
 $6,107,384
  
Grand Total  178.6%       $220,954,927
 $204,215,179
 $203,311,245
  

* As of December 31, 2019, loans with a cost basis of $5.7 million and a fair value of $5.0 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no income has been recognized.

**Indicates assets that the Fund deems “non-qualifying assets." As of December 31, 2019, 5.7% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an "eligible portfolio company," as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.


18



(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

As of December 31, 2019, all loans were made to non-affiliates.

































See notes to condensed financial statements.

19



VENTURE LENDING & LEASING IX, INC.

CONDENSED SCHEDULES OF DERIVATIVE INSTRUMENTS (UNAUDITED)
AS OF JUNE 30, 2020 AND DECEMBER 31, 2019


Description and terms of payments to be received from another party Description and terms of payments to be paid to another party Counterparty Maturity Date As of June 30, 2020
    Notional Amount Value Upfront payments/receipts 
Unrealized appreciation/(depreciation)
(a)
               
Interest Rate Swap and Floor Agreements
               
Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly Fixed interest rate 2.520%, to be paid monthly MUFG Union Bank, N.A. 12/20/2021 $35,000,000
 $(1,228,214) $
 $(1,228,214)
               
Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly Fixed interest rate 1.899%, to be paid monthly MUFG Union Bank, N.A. 12/20/2021 22,000,000
 (568,263) 
 (568,263)
               
Interest Rate Collar
               
Floating interest rate with a cap rate of 1.15%, to be received monthly Floating interest rate with a floor rate of 0.17% to be paid monthly MUFG Union Bank, N.A. 6/30/2025 20,000,000
 (176,414) 
 (176,414)
               
Total       $77,000,000
 $(1,972,891) $
 $(1,972,891)

Description and terms of payments to be received from another party Description and terms of payments to be paid to another party Counterparty Maturity Date As of December 31, 2019
    Notional Amount Value Upfront payments/receipts 
Unrealized appreciation/(depreciation)
(a)
               
Interest Rate Swap and Floor Agreements
               
Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly Fixed interest rate 2.520%, to be paid monthly MUFG Union Bank, N.A. 12/20/2021 $35,000,000
 $(668,876) $
 $(668,876)
               
Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly Fixed interest rate 1.899%, to be paid monthly MUFG Union Bank, N.A. 12/20/2021 22,000,000
 (156,698) 
 (156,698)
               
Total       $57,000,000
 $(825,574) $
 $(825,574)

(a) The unrealized appreciation/depreciation were valued using prices or valuation based on observable inputs other than quoted price in active markets for identical assets and liabilities. See “Note 3. Fair Value Disclosures” for more information.





See notes to condensed financial statements.

20



VENTURE LENDING & LEASING IX, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.ORGANIZATION AND OPERATIONS OF THE FUND
Venture Lending & Leasing IX, Inc. (the “Fund”) was incorporated in Maryland on June 28, 2017 as a non-diversified, closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and is managed by Westech Investment Advisors, LLC (the “Manager” or “Management”). The Fund will be dissolved on December 31, 2028 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing IX, LLC (the “Company”). Prior to commencing operations on May 2, 2018, the Fund had no operations other than accruing organizational expenses and the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in June 2017. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on September 22, 2017.

The Funds investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to early and expansion stage venture capital-backed technology companies.

In the Managers opinion, the accompanying condensed interim financial statements (hereafter referred to as “financial statements”) include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the six months ended June 30, 2020 are not necessarily indicative of what the results would be for a full year. These financial statements should be read in conjunction with the financial statements and the notes included in the Funds Annual Report on Form 10-K for the year ended December 31, 2019.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services - Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”). Certain prior period information has been reclassified and/or disclosed to conform to current year presentation.

21



Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and money market mutual funds with maturities of 90 days or less. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value. Within cash and cash equivalents, as of June 30, 2020, the Fund held 7,996,482 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of 0.11%, which represented 5.5% of the net assets of the Fund. Within cash and cash equivalents, as of December 31, 2019, the Fund held 10,754,759 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of 1.6%, which represented 9.4% of the net assets of the Fund.
Interest Income
Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the amortization of equity securities included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.

Realized Gains and Losses from Loans

Realized gains on the sale of loans are computed using the difference between the amortized cost and the sales proceeds. Realized losses on loan write-offs are recognized when management determines a loan is uncollectible.

Investment Valuation

The Fund accounts for loans at fair value in accordance with the valuation methods below. All valuations are determined under the direction of the Manager, in accordance with the valuation methods.

As of June 30, 2020 and December 31, 2019, the financial statements included nonmarketable investments of $259.4 million and $203.3 million, respectively, (or 95.6% and 93.4% of total assets, respectively), with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund in its borrowing portfolio companies, Management determines fair value based on hypothetical markets, and on several factors related to each borrower, including, but not limited to, the borrowers payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers the estimated amount and timing of cash payments of principal and interest from the borrower and/or liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Funds security interests in collateral, the estimated value of the Funds collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Management has evaluated these factors and has concluded that, the effect of deterioration in the quality of the underlying collateral, increase in size of the loan, increase in the estimated time to recovery and increase in the hypothetical market coupon rate would have the effect of lowering the value of the current portfolio of loans.


22



Non-Accrual Loans

The Funds policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan payment, or, in the opinion of Management, either ceases or drastically curtails its operations and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status. Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management’s best estimate of fair value. Interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.
If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule causing a change in the effective interest rate.
As of June 30, 2020 and December 31, 2019, loans with a cost basis of $15.6 million and $5.7 million and a fair value of $10.4 million and $5.0 million, respectively were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities received in connection with loan transactions are measured at a fair value at the time of acquisition. Warrants are valued based on a modified Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.
The underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly-quoted securities.
Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. A hypothetical increase in the volatility of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. As of June 30, 2020 and December 31, 2019, the Fund assumed the average duration of a warrant is 4.0 years. The effect of a hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants. However, the estimated initial term of the warrant is one factor, of many, used in the valuation of warrants, and by itself does not have a significant impact on the results of operations.
The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

23



The Fund engages an independent valuation company to provide valuation assistance with respect to the warrants received as part of loan consideration, including an evaluation of the Fund’s valuation methodology and the reasonableness of the assumptions used from the perspective of a market participant. The independent valuation company also calculates several of the inputs used, such as volatility and risk-free rate.

Other Assets and Liabilities
Other assets include costs incurred in conjunction with borrowings under the Fund’s debt facility and are stated at initial cost. These costs are amortized over the term of the facility.

The fair values of other assets and accrued liabilities are estimated at their carrying values because of the short-term nature of these assets and liabilities.

The carrying value of the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the Fund.
Commitment Fees
Unearned income and commitment fees on loans are recognized using the effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.
Deferred Bank Fees
The deferred bank fees and costs associated with the debt facility are included in other assets in the Condensed Statements of Assets and Liabilities and are being amortized over the estimated life of the facility, which currently matures on December 20, 2021. The amortization of these costs is recorded as interest expense in the Condensed Statements of Operations.
Derivative Instruments
The Fund uses derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans (see Note 8).

Derivative instruments are primarily valued on the basis of quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the optionality of the interest rate floor. The valuation of the derivative instruments also considers the future expected interest rates on the notional principal balance remaining which is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying derivative instruments.

The Fund is a party to a master netting arrangement with MUFG Union Bank, N.A., however, the Fund has elected not to offset assets and liabilities under these arrangements for financial statement presentation purposes. The contract is recorded at gross fair value in either derivative asset or derivative liability in the Condensed Statements of Assets and Liabilities, depending on whether the value of the contract is in favor of the Fund or the counterparty. The changes in fair value are recorded in net change in unrealized gain (loss) from derivative instruments in the Condensed Statements of Operations and the quarterly interest received or paid on the contract, if any, is recorded in net realized gain (loss) from derivative instruments in the Condensed Statements of Operations.

The interest rate swap and floor transactions and interest rate collar transaction are contractually scheduled to terminate on December 20, 2021 and June 30, 2025, respectively.

24



3. FAIR VALUE DISCLOSURES
The Fund provides asset-based financing primarily to start-up and emerging growth venture-backed companies pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of June 30, 2020, the Funds investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown in the Condensed Schedules of Investments. All loans are senior to unsecured creditors and other secured creditors, unless otherwise indicated in the Condensed Schedules of Investments.

The Fund defines fair value 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; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated exit value) based on a hypothetical market, and several factors related to each borrower.

Loan balances in the Condensed Schedules of Investments are listed by borrower. Typically, a borrowers balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment has a different maturity date and amount.

For the three months ended June 30, 2020, the weighted-average interest rate on the performing and all loans were 15.83% and 15.25%, respectively, which was inclusive of both cash and non-cash interest income. The weighted-average rate on both the performing and all loans was 19.04%, which was inclusive of both cash and non-cash interest income, for the three months ended June 30, 2019. For the three months ended June 30, 2020, the weighted-average interest rate on the cash portion of the interest income for the performing and all loans was 12.70% and 12.24%, respectively. The weighted-average interest rate on the cash portion of the interest income on both the performing and all loans for the three months ended June 30, 2019 was 13.25%.

For the six months ended June 30, 2020, the weighted-average interest rate on the performing and all loans were 17.82% and 17.28%, respectively, which was inclusive of both cash and non-cash interest income. The weighted-average rate on both the performing and all loans was 18.36%, which was inclusive of both cash and non-cash interest income, for the six months ended June 30, 2019. For the six months ended June 30, 2020, the weighted-average interest rate on the cash portion of the interest income for the performing and all loans was 14.31% and 13.89%, respectively. The weighted-average interest rate on the cash portion of the interest income on both the performing and all loans for the six months ended June 30, 2019 was 12.95%.

Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the period.

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as discussed in the Fund’s loan accounting policy. Such changes result in the fair value adjustments made to the individual loans, which in accordance with U.S. GAAP, would be based on the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the cost basis of the loan often approximates fair value.

All loans as of June 30, 2020 and December 31, 2019 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund. As of June 30, 2020 and December 31, 2019, the Fund had unexpired unfunded commitments to borrowers of $77.5 million and $78.0 million, respectively.

25



Valuation Hierarchy

Under the FASB ASC Topic 820 (“Fair Value Measurement”), the Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Funds valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are defined as follows:
Level 1 Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
Level 2 Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Transfers of investments between levels of the fair value hierarchy are recorded on the actual date of the event or change in circumstances that caused the transfer. There were no transfers in and out of Level 1, 2, or 3 during the six months ended June 30, 2020 and 2019.

The Funds cash equivalents were valued at the traded net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund’s derivative instruments are based on quotes from the market makers that derive fair values from market data, and therefore, is classified as Level 2. The Fund’s borrowings under the debt facility are also classified as Level 2, because the carrying values of the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs, and that approximate fair values. The Fund’s loan transactions are individually negotiated and unique, and because there is little to no market in which these assets trade, the inputs for these assets, which are valued using estimated exit values, are classified as Level 3.  

The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of June 30, 2020 and December 31, 2019. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.
Investment Type - Level 3        
Debt Investments Fair Values at June 30, 2020 Valuation Techniques / Methodologies Unobservable Inputs Weighted Averages(a) / Amounts & Ranges
         
Biotechnology $4,698,397
 Hypothetical market analysis Hypothetical market coupon rate 15% (14% - 21%)
         
Computers & Storage 9,444,327
 Hypothetical market analysis Hypothetical market coupon rate 14% (14% - 15%)
         
Internet 22,242,266
 Hypothetical market analysis Hypothetical market coupon rate 17% (13% - 31%)
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 

$3,193,889 ($600,000 - $6,128,476)

2% (1% - 2%)
         
Medical Devices 28,207,153
 Hypothetical market analysis Hypothetical market coupon rate 14% (13% - 17%)

26



Investment Type - Level 3        
Debt Investments Fair Values at June 30, 2020 Valuation Techniques / Methodologies Unobservable Inputs Weighted Averages(a) / Amounts & Ranges
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 


$10,329,930*

2%
         
Other Healthcare 12,866,262
 Hypothetical market analysis Hypothetical market coupon rate 16% (14% - 24%)
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 


$918,370*

2%
         
Other Technology 111,375,949
 Hypothetical market analysis Hypothetical market coupon rate 16% (11% - 28%)
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 

$4,266,411 ($211,326 - $5,738,752)

2% (1% - 2%)
         
Security 1,141,086
 Hypothetical market analysis Hypothetical market coupon rate 21% (14% - 51%)
         
Semiconductors & Equipment 872,137
 Hypothetical market analysis Hypothetical market coupon rate 16%*
         
Software 36,249,959
 Hypothetical market analysis Hypothetical market coupon rate 17% (13% - 26%)
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 

$1,928,230 ($102,181 - $2,390,222)

1% (1% - 2%)
         
Technology Services 19,721,166
 Hypothetical market analysis Hypothetical market coupon rate 14% (13% - 30%)
    Income Approach Expected amount and timing of cash flow payment

Discount Rate
 
$2,639,870 ($440,696 - $3,095,699)

2%
         
Wireless 12,604,955
 Hypothetical market analysis Hypothetical market coupon rate 14% (14% - 16%)
         
Total debt investments $259,423,657
      
(a) The weighted-average hypothetical market coupon rates were calculated using the relative fair value of the loans.
* There is only one loan within the industry.
Investment Type - Level 3        
Debt Investments Fair Values at December 31, 2019 Valuation Techniques / Methodologies Unobservable Inputs 
Weighted Averages(a)/Amount & Ranges
         
Biotechnology $3,490,422
 Hypothetical market analysis Hypothetical market coupon rate 15% (14% - 21%)
         
Computers & Storage 2,370,284
 Hypothetical market analysis Hypothetical market coupon rate 15%*

27



Investment Type - Level 3        
Debt Investments Fair Values at December 31, 2019 Valuation Techniques / Methodologies Unobservable Inputs 
Weighted Averages(a)/Amount & Ranges
         
Enterprise Networking 112,500
 Income Approach 
Expected amount and timing of cash flow payment

Discount Rate
 

$112,500*

0%
         
Internet 31,748,524
 Hypothetical market analysis Hypothetical market coupon rate 17% (14% - 31%)
    Income Approach 
Expected amount and timing of cash flow payment

Discount Rate
 

$999,905*

3%
         
Medical Devices 22,328,707
 Hypothetical market analysis Hypothetical market coupon rate 21% (14% - 38%)
    Income Approach 
Expected amount and timing of cash flow payment

Discount Rate
 

$10,529,931*

3%
         
Other Healthcare 10,465,833
 Hypothetical market analysis Hypothetical market coupon rate 16% (15% - 18%)
         
Other Technology 70,285,041
 Hypothetical market analysis Hypothetical market coupon rate 16% (13% - 35%)
    Income Approach 
Expected amount and timing of cash flow payment

Discount Rate
 

$2,394,959 ($1,561,170 - $2,844,003)

3%
         
Security 1,476,848
 Hypothetical market analysis Hypothetical market coupon rate 16% (14% - 21%)
         
Semiconductors & Equipment 1,137,034
 Hypothetical market analysis Hypothetical market coupon rate 16%*
         
Software 40,214,116
 Hypothetical market analysis Hypothetical market coupon rate 17% (13% - 26%)
    Income Approach 
Expected amount and timing of cash flow payment

Discount Rate
 

$2,715,143 ($517,921 - $2,866,672)

2%
         
Technology Services 13,574,552
 Hypothetical market analysis Hypothetical market coupon rate 15% (14% - 30%)
         
Wireless 6,107,384
 Hypothetical market analysis Hypothetical market coupon rate 15% (15% - 17%)
         
Total Debt Investments $203,311,245
      
(a) The weighted-average hypothetical market coupon rates were calculated using the relative fair value of the loans.
* There is only one loan within the industry.


28



The following tables present the balances of assets and liabilities as of June 30, 2020 and December 31, 2019 measured at fair value on a recurring basis:
As of June 30, 2020       
ASSETS:Level 1 Level 2 Level 3 Total
Loans
$
 $
 $259,423,657
 $259,423,657
Cash equivalents7,996,482
 
 
 7,996,482
Total assets$7,996,482
 $
 $259,423,657
 $267,420,139
        
LIABILITIES:Level 1 Level 2 Level 3 Total
Borrowings under debt facility$
 $120,000,000
 $
 $120,000,000
Derivative liability
 1,972,891
 
 1,972,891
Total liabilities$
 $121,972,891
 $
 $121,972,891

As of December 31, 2019       
ASSETS:Level 1 Level 2 Level 3 Total
Loans
$
 $
 $203,311,245
 $203,311,245
Cash equivalents10,754,759
 
 
 10,754,759
Total assets$10,754,759
 $
 $203,311,245
 $214,066,004
        
LIABILITIES:Level 1 Level 2 Level 3 Total
Borrowings under debt facility$
 $100,000,000
 $
 $100,000,000
Derivative liability
 825,574
 
 825,574
Total liabilities$
 $100,825,574
 $
 $100,825,574

† For a detailed listing of borrowers comprising this amount, please refer to the Condensed Schedules of Investments.

The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:
 
For the Three Months Ended
June 30, 2020
 
For the Six Months Ended
June 30, 2020
 Loans Warrants Convertible Note Loans Warrants Convertible Note
Beginning balance$228,875,861
 $
 $
 $203,311,245
 $
 $
Acquisitions and originations37,833,333
 2,062,555
 175,547
 97,216,667
 6,283,411
 175,547
Principal reductions and amortization of discounts(7,532,406) 
 
 (34,919,412) 
 
Distributions to shareholder
 (2,062,555) (175,547) 
 (6,283,411) (175,547)
Net change in unrealized gain (loss) from loans246,869
 
 
 (6,184,843) 
 
Ending balance$259,423,657
 $
 $
 $259,423,657
 $
 $
Net change in unrealized gain (loss) from loans relating to loans still held at period end$246,869
     $(6,184,843)    


29



 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019
 Loans  Warrants Loans Warrants
         
Beginning balance$98,304,920
  $
 $79,045,107
 $
Acquisitions and originations38,512,500
  3,079,321
 63,900,000
 5,213,126
Principal reductions and amortization of discounts(6,626,016)  
 (12,741,389) 
Distributions to shareholder
  (3,079,321) 
 (5,213,126)
Net change in unrealized gain from loans12,314
  
 
 
Ending balance$130,203,718
  $
 $130,203,718
 $
Net change in unrealized loss from loans relating to loans still held at period end$
    $
  

4.EARNINGS PER SHARE
Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g. stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share were the same.
5.CAPITAL STOCK
As of both June 30, 2020 and December 31, 2019, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company, as of both June 30, 2020 and December 31, 2019, was $460.0 million. Total contributed capital to the Company as of June 30, 2020 and December 31, 2019 was $207.0 million and $174.8 million, respectively, of which $181.1 million and $148.1 million were contributed to the Fund, respectively.

The chart below shows the distributions of the Fund for the six months ended June 30, 2020 and 2019.

 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019
    
Cash distributions$
 $16,000,000
Distributions of equity securities and convertible notes6,458,958
 5,213,126
Total distributions to shareholder$6,458,958
 $21,213,126
    
Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund’s current year and cumulative earnings and profits.

30



6. DEBT FACILITY
The 1940 Act requires a BDC to meet certain levels of asset coverage with respect to its outstanding “senior securities,” which typically consist of outstanding borrowings under credit facilities and other debt instruments. Historically, BDCs have only been allowed to incur indebtedness by issuing senior securities if their asset coverage equals at least 200% after giving effect to such borrowings. The Small Business Credit Availability Act (the “SBCAA”), which was signed into law on March 23, 2018, added a new Section 61(a)(2) to the 1940 Act that permits BDCs like the Fund to increase the amount of indebtedness they may incur by lowering the asset coverage requirement from 200% to 150% if they make certain disclosures and obtain the approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of the BDC’s board of directors, including a majority of non-interested directors within the meaning of Section 2(a)(19) of the 1940 Act (‘Independent Directors”), with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of the BDC’s shareholders at which a quorum is present, which is effective the day after such stockholder approval.
On December 5, 2018, the required majority of the Fund’s Board, including a majority of its independent directors, unanimously determined it to be in the best interests of the Fund and its sole shareholder, the Company, to provide the Fund with maximum leverage flexibility, and approved the application to the Fund of a minimum asset coverage ratio of 150%, pursuant to Section 61(a)(2) of the 1940 Act, which would double the Fund’s borrowing limits, subject to approval by the Company via the pass-through voting of its members. Thereafter, at a special meeting of shareholders held on April 24, 2019, the Fund’s sole shareholder, the Company, approved the proposal to apply the reduced asset coverage requirement to the Fund. The 150% asset coverage ratio became effective for the Fund on April 25, 2019. As of June 30, 2020 and December 31, 2019, the Fund’s asset coverage for borrowings was 222% and 213%, respectively.
On December 20, 2018, the Fund entered into a syndicated loan agreement led by MUFG Union Bank, N.A., Wells Fargo Securities, LLC and ING Capital LLC, with participation from Zions Bancorporation, N.A., doing business as California Bank & Trust, Bank Leumi USA, Umpqua Bank, HSBC Bank USA, N.A., and First Bank, that established a secured revolving loan facility in an initial amount of up to $200.0 million with the option to request that borrowing availability be increased up to $400.0 million (the “Loan Agreement”), subject to further negotiation and credit approval. All of the assets of the Fund collateralize borrowings by the Fund. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. As of June 30, 2020, the Fund’s outstanding borrowings were entirely based on the LIBOR rate. The facility terminates on December 20, 2021, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments.
Borrowings under the facility are collateralized by receivables from loans to portfolio companies advanced by the Fund with assignment of such receivables to the financial institution, plus all of the other assets of the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Under the Loan Agreement, interest is charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate equal to either (i) the Reference Rate plus 1.50%, (ii) LIBOR plus 2.50% or (iii) the LIBOR Market Index Rate plus 2.50%. When the Fund is using 50% or more of the maximum amount available under the Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of June 30, 2020 and December 31, 2019, $120.0 million and $100 million, respectively, was outstanding under the facility.
As of June 30, 2020, the LIBOR rate was as follows:
                
1-Month LIBOR0.1623%
3-Month LIBOR0.3020%
Bank fees and other costs of $1.3 million incurred in connection with the acquisition of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of

31



June 30, 2020 and December 31, 2019, the remaining unamortized fees and costs of $0.6 million and $0.9 million, respectively, are being amortized over the expected life of the facility, which is expected to terminate on December 20, 2021.
The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) unfunded commitment ratio, (iv) maximum quarterly loan loss reserve ratio, (v) maximum annual loan loss reserve ratio and (vi) maximum loan loss test. There are also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures. As of June 30, 2020 and December 31, 2019, Management is not aware of instances of non-compliance with financial covenants.
The following is the summary of the outstanding facility draws as of June 30, 2020:
 AmountMaturity Date*
All-In Interest Rate(a)
LIBOR Loan$31,000,000
July 20, 2020*2.70%
LIBOR Market Index Rate Loan89,000,000
December 20, 2021Variable based on 1-Month LIBOR rate
Total Outstanding$120,000,000
  
*Following the maturity date, Management elected to renew the LIBOR Loan with no material changes in loan terms.
(a)Inclusive of 2.50% applicable LIBOR margin plus LIBOR rate.

The following is the summary of the outstanding facility draws as of December 31, 2019:
 AmountMaturity Date*
All-In Interest Rate(a)
LIBOR Loan$31,000,000
January 22, 2020*4.28%
LIBOR Market Index Rate Loan69,000,000
December 20, 2021Variable based on 1-Month LIBOR rate
Total Outstanding$100,000,000
  
*Following the maturity date, Management elected to renew the LIBOR Loan with no material changes in loan terms.
(a)Inclusive of 2.50% applicable LIBOR margin plus LIBOR rate.
7.MANAGEMENT FEE
As compensation for its services to the Fund, from the date of the first capital call, May 1, 2018, to March 31, 2019, the Manager received a management fee (“Management Fee”) computed and paid at the end of the quarter at an annual rate of 1.575% of the Company’s committed equity capital (regardless of when or if the capital was called). The Management Fee percentage is 1.600% as of June 30, 2020, based on the following schedule of annual percentages:
  Management Fee
Year 1 1.575%
Year 2 1.600%
Year 3 1.575%
Year 4 1.500%
Year 5 1.250%
Year 6 0.900%
Year 7 0.600%
Year 8 0.350%
Year 9 0.150%

32



Management Fees of $1.8 million and $3.7 million were recognized as expenses for both the three and six months ended June 30, 2020. Management fees of $1.8 million and $3.6 million were recognized as expenses for the same period in 2019.
8.DERIVATIVE INSTRUMENTS
The Fund uses derivative instruments to manage its exposure to interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans.

Interest Rate Swap and Floor    

On February 7, 2019, the Fund entered into an interest rate swap and floor agreement with MUFG Union Bank, N.A. The Fund entered into an interest rate swap agreement to manage the Fund’s exposure to changes in interest rates on its expected borrowings under its debt facility, as the Fund originates fixed rate loans. The floor allows the Fund to match the swap with the terms of the variable rate index of the debt facility. The Fund may enter into additional hedging transactions to remain in compliance with the hedging requirements to the debt facility. As of June 30, 2020, the total notional principal amount was $57.0 million.

The Fund pays a weighted average rate of 2.28% and receives from the counterparty a floating rate based upon a 1-Month LIBOR rate. Payments are made monthly. The payments and interest rate swap agreement will terminate on December 20, 2021. Payments to or from the counterparty are recorded to net realized gain (loss) from derivative instruments.

Interest Rate Collar Agreement

On June 29, 2020, the Fund entered into an interest rate collar transaction with MUFG Union Bank, N.A. The aggregate notional principal amount of the interest rate collar is $20.0 million, with a cap of 1.1500% and floor of 0.1700% on floating rate based upon a 1-Month LIBOR rate. The interest rate collar mitigates the Fund's exposure to interest rate fluctuations on variable rate index of the debt facility. The collar establishes a range where the Fund pays the counterparty if the 1-Month LIBOR rate falls below the established floor rate, and the counterparty will pay the Fund if the 1-Month LIBOR rate exceeds the established cap rate. The interest rate collar settles monthly. The interest rate collar transaction is expected to terminate on June 30, 2025.

The following table shows the Fund's derivative instrument at fair value on the Fund's Condensed Statement of Assets and Liabilities as of June 30, 2020 and December 31, 2019.
 Derivative Liability
Derivative InstrumentsJune 30, 2020December 31, 2019
Interest rate swap and floor$1,796,477
$825,574
Interest rate collar$176,414
$

33



The following table shows the effect of the Fund's derivative instrument on the Fund's Condensed Statement of Operations:
  
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
Derivative InstrumentsCondensed Statements of Operation Caption2020201920202019
Interest rate swap and floorNet change in unrealized gain (loss) from derivative instruments$159,692
$(597,571)$(970,903)$(900,934)
Net realized loss from derivative instruments$(254,229)$(3,995)$(340,288)$(4,914)
Interest rate collarNet change in unrealized loss from derivative instruments$(176,413)$
$(176,414)$
9. TAX STATUS
The Fund has elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code (the "Code") and operates in a manner to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in "qualifying assets" will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of June 30, 2020, the Fund has met the BDC and RIC requirements.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to its shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.

Below are tables summarizing the cost of investments for federal income tax purposes and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities as of June 30, 2020 and December 31, 2019:

AssetAs of June 30, 2020
CostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Loans$266,512,433
$
$(7,088,776)$(7,088,776)
Total$266,512,433
$
$(7,088,776)$(7,088,776)
     
 As of June 30, 2020
LiabilityCostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Derivative liability$
$
$(1,972,891)$(1,972,891)
Total$
$
$(1,972,891)$(1,972,891)

34



AssetAs of December 31, 2019
CostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Loans$204,215,179
$
$(903,934)$(903,934)
Total$204,215,179
$
$(903,934)$(903,934)
     
 As of December 31, 2019
LiabilityCostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Derivative liability$
$
$(825,574)$(825,574)
Total$
$
$(825,574)$(825,574)
Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP.  These book/tax differences are either temporary or permanent in nature.  To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise.  Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.  These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.
Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts.  In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. The determination of the tax attributes of the Fund’s distributions is made annually as of the end of the Fund’s taxable year and is 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 quarterly basis may not be representative of the actual tax attributes of the Fund’s distributions for a full taxable year. As of June 30, 2020, the Fund had determined the tax attributes of its distributions taxable year-to-date to be from its current and accumulated earnings and profits.  There is not yet, however, certainty as to what the actual tax attributes of the Fund’s distributions to the shareholders will be by the year-ended December 31, 2020.
The Fund anticipates distributing all distributable earnings by the end of the year.  For the three and six months ended June 30, 2020, the Fund had $3.8 million and $7.2 million in undistributed earnings, respectively.  The Fund may pay distributions in excess of its taxable net investment income.  This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares.
The Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed.  As of June 30, 2020, the Fund had no uncertain tax positions and no capital loss carryforwards.

35



10. UNEXPIRED UNFUNDED COMMITMENTS
As of June 30, 2020 and December 31, 2019, the Fund’s unexpired unfunded commitments to borrowers totaled $77.5 million and $78.0 million, respectively. Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Manager’s experience that not all unexpired unfunded commitments will be used by the borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a material adverse change to its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The tables below are the Fund’s unexpired unfunded commitments as of June 30, 2020 and December 31, 2019:

BorrowerIndustryUnexpired Unfunded Commitment as of June 30, 2020Expiration Date
Aclima, Inc.Other Technology$4,000,000
07/31/2020
Artisan Development Labs, Inc.Other Healthcare500,000
09/30/2020
ATeam Army, Inc.Other Technology500,000
07/30/2020
BackboneAI, Inc.Software1,500,000
04/30/2021
Benson Hill Bio, Inc.Other Technology7,500,000
12/01/2020
BW Industries, Inc.Other Technology2,000,000
07/31/2020
Callisto Media, Inc.Technology Services7,500,000
12/31/2020
Canary Technologies CorporationSoftware250,000
09/30/2020
Cloudleaf, Inc.Software1,500,000
10/15/2020
Coterie Applications, Inc.Other Technology1,500,000
03/31/2021
eXo Imaging, Inc.Medical Devices4,000,000
11/30/2020
Fetch Robotics, Inc.Computers & Storage2,500,000
06/30/2021
GoForward, Inc.Other Healthcare6,250,000
07/01/2020
Hello Heart Inc.Other Healthcare750,000
08/31/2020
Invoice2Go, Inc.Software13,000,000
03/31/2021
Lucideus, Inc.Software500,000
07/15/2020
Lukla, Inc.Internet500,000
01/31/2021
Marley Spoon, Inc.Internet3,750,000
07/31/2020
Medable, Inc.Software2,000,000
07/31/2020
OneLocal, Inc.Internet333,333
07/31/2020
Ozy Media, Inc.Other Technology2,000,000
10/31/2020
Pitzi, Ltd.Other Technology1,000,000
11/30/2020
Quartzy, Inc.Biotechnology2,250,000
10/15/2020
Reciprocity, Inc.Software1,950,000
01/31/2021
RenoFi, Inc.Internet250,000
09/30/2020
Residently USA, LLCInternet750,000
07/30/2020
Siren Care, Inc.Medical Devices1,000,000
07/31/2020
TIER Mobility GmbHOther Technology8,000,000
02/15/2021
Total $77,533,333
 


36



BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
Ablacon, Inc.Medical Devices$2,500,000
01/31/2020
Ainsly, Inc.Internet1,500,000
01/31/2020
Airvine Scientific, Inc.Wireless125,000
03/31/2020
Apollo Flight Research Inc.Other Technology250,000
01/31/2020
ArborMetrix, Inc.Software750,000
04/30/2020
Beanfields, PBCOther Technology625,000
06/30/2020
BW Industries, Inc.Other Technology2,000,000
07/31/2020
Callisto Media, Inc.Technology Services10,000,000
12/31/2020
Canary Technologies Corp.Software250,000
09/30/2020
Cesium, Inc.Internet375,000
03/31/2020
Cloudleaf, Inc.Software1,500,000
10/15/2020
DOSH Holdings, Inc.Other Technology3,750,000
01/15/2020
eXo Imaging, Inc.Medical Devices6,000,000
11/30/2020
GoForward, Inc.Other Healthcare6,250,000
07/01/2020
Hello Heart Inc.Other Healthcare1,750,000
08/31/2020
HumanAPI, Inc.Other Healthcare500,000
01/31/2020
Kids on 45th, Inc.Internet500,000
01/31/2020
Klar Holdings LimitedTechnology Services250,000
03/31/2020
Liftit, Inc.Technology Services500,000
01/30/2020
Lucideus, Inc.Software500,000
07/15/2020
Lukla, Inc.Internet750,000
01/31/2021
Marley Spoon, Inc.Internet3,750,000
07/31/2020
Medable, Inc.Software2,000,000
07/31/2020
Merchbar, Inc.Internet250,000
01/30/2020
Noteleaf, Inc.Other Technology1,000,000
01/31/2020
OneLocal, Inc.Internet1,000,000
07/31/2020
Owl Cameras, Inc.Software3,000,000
01/01/2020
Parallel Wireless, Inc.Wireless6,500,000
03/31/2020
Percepto Inc.Other Technology1,000,000
05/31/2020
Pitzi, Ltd.Other Technology2,500,000
11/30/2020
Quartzy, Inc.Biotechnology2,250,000
10/15/2020
Solugen, Inc.Technology Services1,250,000
01/31/2020
Stay Alfred, Inc.Internet7,500,000
06/30/2020
Stitch Labs, Inc.Software750,000
01/31/2020
The Safe and Fair Food Company LLCOther Technology1,250,000
01/31/2020
Trendalytics Innovation Labs, Inc.Software450,000
01/31/2020
Visual Supply CompanyInternet2,500,000
03/31/2020
Voodoo Manufacturing, Inc.Other Technology375,000
02/28/2020
Total $77,950,000
 
11. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the three and six months ended June 30, 2020 and 2019.

37




The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.

The ratios of expenses and net investment income to average net assets, calculated below, are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income is inclusive of all investment income, net of expenses and excludes realized or unrealized gains and losses.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.

The following per share data and ratios have been derived from the information provided in the financial statements:

 For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019
        
Total return**4.43% 2.97% 4.46% 4.47%
        
Per share amounts:       
Net asset value, beginning of period$1,426.44
 $669.17
 $1,138.32
 $740.89
Net investment income63.40
 26.46
 140.21
 39.24
Net realized and change in unrealized loss from loans and derivative instruments(0.24) (5.89) (76.72) (9.06)
Net increase in net assets resulting from operations63.16
 20.57
 63.49
 30.18
Distributions to shareholder(22.38) (30.80) (64.59) (212.13)
Contributions from shareholder
 100.00
 330.00
 200.00
 

      
Net asset value, end of period$1,467.22
 $758.94
 $1,467.22
 $758.94
Net assets, end of period$146,721,694
 $75,893,748
 $146,721,694
 $75,893,748
        
Ratios to average net assets:       
Expenses*8.35% 16.32% 9.49% 16.33%
Net investment income*17.77% 15.13% 21.65% 11.46%
Portfolio turn-over rate% 0.64% % 0.71%
         Average debt outstanding$103,625,000
 $47,625,000
 $103,785,714
 $39,785,714
        
*Annualized       
**Total return amounts presented above are not annualized.
12.     SUBSEQUENT EVENTS
The Fund evaluated subsequent events through the date the financial statements were issued and determined that no additional subsequent events had occurred that would require accrual or disclosure in the financial statements.

38



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

In addition to the historical information contained herein, the information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Fund with respect to future events and financial performance and are subject to several risks and uncertainties, many of which are beyond the Fund’s control. All statements, other than statements of historical facts included in this Quarterly Report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. For example, statements in this Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Fund’s business and results of operations are forward-looking statements. When used in this report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether resulting from new information, future events or otherwise, except as required by law.

The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, competition and macro-economic changes including inflation, interest rate expectations, among other factors including those set forth in the section of this Quarterly Report titled “Risk Factors” and Item 1A - “Risk Factors” in the Fund’s 2019 Annual Report on Form 10-K. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund’s business.

Overview

The Fund is 100% owned by the Company. The Fund’s shares of common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.

The Fund provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), primarily throughout the United States with a focus on growth-oriented companies. The Fund’s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On May 1, 2018, the Company called and received its first capital from investors. On May 2, 2018, the Fund made its first investment and became a non-diversified, closed-end investment company under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time, the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund elected to be treated as a RIC under the Code for federal income tax purposes. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income distributed to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the members of the Company as ordinary income);

39



thus, such income will be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Funds investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund’s security interest in any collateral over the borrower’s assets may be insufficient to make up any shortfall in payments.

 Transactions with Venture Lending & Leasing VIII, Inc. (“Fund VIII”)  

The Manager also serves as manager for Fund VIII.  The Fund’s Board of Directors determined that so long as Fund VIII has capital available to invest in loan transactions with final maturities earlier than December 31, 2025 (the date on which Fund VIII will be dissolved), the Fund may invest in each portfolio company in which Fund VIII invests (“Investments”).  Generally, the amount of each Investment will be allocated 50% to the Fund and 50% to Fund VIII, or such other allocations as may be determined by the respective fund boards, so long as the Fund has capital available to invest.  The ability of the Fund to co-invest with Fund VIII, and other clients advised by the Manager, is subject to the conditions (“Conditions”) with which the Funds are currently complying while seeking certain exemptive relief from the Securities and Exchange Commission (“SEC”) from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. After June 30, 2022, the Fund will no longer be permitted to enter into new commitments to borrowers; however, the Fund will be permitted to fund existing commitments, in which Fund VIII may also be invested. The Manager has exercised, and Fund VIII's Board of Directors ratified, its discretion to extend Fund VIII’s investment period for two additional quarters after September 30, 2020, thereby allowing Fund VIII to make new commitments through March 31, 2020 and to fund commitments through March 31, 2021, the end of Fund VIII’s investment period. The Manager is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. To the extent that clients, other than Fund VIII, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Critical Accounting Policies, Practices and Estimates
Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.
In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value 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; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence the Manager determines fair value based on a hypothetical market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value.

40



Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes collateral-dependent, as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the hypothetical market coupon rate would have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the par value of the loan often approximates fair value.
The actual value of the loans may differ from Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

Recent Development

Due to the recent outbreak of the novel strain of coronavirus (COVID-19), the Fund may be directly and indirectly affected by the increased financial market volatility and disruption of the global economy. Among other things, the aforementioned events could impair the ability of borrowers to make scheduled payments, result in loss of revenue, or cause the Fund to incur additional expenses.

While the COVID-19 pandemic did not materially affect the Fund’s business and results of operations in the second fiscal quarter ended June 30, 2020, these are not necessarily indicative of the results to be expected for the full fiscal year. The slowdown of the global and local economies has had an impact on a number of the Fund's borrowers’ businesses and operations, causing an increase in debt investments that are moved from performing to non-performing status. In the short-term, however, valuation of some of the Fund’s debt investments resulted in unrealized gain from loans in the second fiscal quarter ended June 30, 2020, as many of the Fund’s debt portfolio companies proactively reduced expenses, restructured their revenue programs, and amended their performance plans to manage their capital and liquidity requirements. These efforts partially offset the continued financial market volatility that also factored into the Fund’s loan valuation adjustment.
Given the uncertainty of the COVID-19 situation, the full extent of the long-term economic impact on the Fund’s business operations, result of operations, and access to liquidity and capital resources is unpredictable at this time and will depend on many factors outside of the Fund’s control, including, without limitations, the timing, extent, trajectory and duration of the pandemic.
The Fund is maintaining close communications with its debt portfolio companies to proactively assess and manage potential risks. Management has increased oversight analysis of credits across the Fund's debt investment portfolio in an attempt to manage the potential credit risk and improve loan performance. As part of its risk management strategy, Management is tracking mitigating factors and their effectiveness in improving credit performance. For example, Management is taking into consideration the borrowers’ participation to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”). PPP was created as a part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides assistance to small businesses to maintain their payroll, hire back employees who may have been laid off, and cover applicable overhead expenses.
Management is also monitoring the Fund's continued access to capital resources through periodic communications with the bank syndicate and the Company’s members. As of June 30, 2020, there are no indications that the bank syndicate will fail to renew the Fund’s debt facility or that any of the Company’s members will be unable to meet their capital obligations to the Company.
In addition, the Fund is taking proactive steps to ensure and maintain an appropriate liquidity position based on the current circumstances. The Fund believes its existing cash balance and access to capital from its debt facility

41



and the Company’s members will be sufficient to satisfy its working capital needs, debt repayments, and other liquidity requirements associated with its existing operations.

Results of Operations - For the Three and Six Months Ended June 30, 2020 and 2019
Total investment income for the three months ended June 30, 2020 and 2019 was $9.3 million and $5.5 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash. The average outstanding balance of the performing loans calculated using the month-end balances was $234.4 million and $113.6 million for the three months ended June 30, 2020 and 2019, respectively. The average outstanding balance of all loans calculated using the month-end balances was $244.1 million and $113.6 million for the three months ended June 30, 2020 and 2019. The weighted-average interest rate on the performing loans for the same periods was 15.83% and 19.04%, respectively. The weighted-average interest rate on all loans for the same period was 15.25% and 19.04%, respectively. The increase in the average outstanding balance was the primary reason for the increase in investment income. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.
Total investment income for the six months ended June 30, 2020 and 2019 was $20.2 million and $9.5 million, respectively, which primarily consisted of interest on venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash. The average outstanding balance of the performing loans calculated using the month-end balances was $220.2 million and $102.0 million for the six months ended June 30, 2020 and 2019, respectively. The average outstanding balance of all loans calculated using the month-end balances was $227.5 million and $102.0 million for the six months ended June 30, 2020 and 2019. The weighted-average interest rate on the performing loans for the same periods was 17.82% and 18.36%, respectively. The weighted-average interest rate on all loans for the same period was 17.28% and 18.36%, respectively. The increase in the average outstanding balance was the primary reason for the increase in investment income. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

Management fees for both the three months ended June 30, 2020 and 2019 was $1.8 million. Management fees for the six months ended June 30, 2020 and 2019 were $3.7 million and $3.6 million, respectively. Management fees increased from 1.575% as of June 30, 2019 to 1.600% of the company's committed equity capital, respectively.

Interest expense was $0.9 million and $0.9 million for the three months ended June 30, 2020 and 2019, respectively. Interest expense was $2.2 million and $1.6 million for the six months ended June 30, 2020 and 2019, respectively. Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees and amounts amortized from deferred fees incurred in conjunction with the debt facility. The increase in interest expense is primarily due to higher debt outstanding balance, offset by lower interest rates. The average debt outstanding for the three and six months ended June 30, 2020 was $103.6 million and $103.8 million, respectively. The weighted-average interest rate for the three and six months ended June 30, 2020 was 3.56% and 4.15%, respectively. The average debt outstanding for the three and six months ended June 30, 2019 was $47.6 million and $39.8 million, respectively. The weighted-average interest rate for the three and six months ended June 30, 2019 was 7.52% and 8.10%, respectively.

Banking and professional fees were $0.2 million and $0.1 million for the three months ended June 30, 2020 and 2019, respectively. Banking and professional fees were both $0.3 million for the six months ended June 30, 2020 and 2019, respectively. Banking and professional fees were primarily comprised of legal fees associated with the documentation of loans and audit fees.

Other operating expenses were both less than $0.1 million for the three months ended June 30, 2020 and 2019. Other operating expenses were less than $0.1 million for the six months ended June 30, 2020 and 2019, respectively. These expenses included director fees, custody fees, tax fees and other expenses related to the operations of the Fund.


42



Net investment income for the three months ended June 30, 2020 and 2019 was $6.3 million and $2.6 million, respectively. Net investment income for the six months ended June 30, 2020 and 2019 was $14.0 million and $3.9 million, respectively.

Net realized loss from derivative instruments was $0.3 million for both the three and six months ended June 30, 2020. Net realized loss from derivative instruments was less than $0.1 million for the three and six months ended June 30, 2019. The reason for the loss was interest paid by the Fund on the interest rate swap and floor agreement when the fixed rate interest of the swap and floor was higher than the floating rate.

Net change in unrealized gain (loss) from loans was $0.2 million and $(6.2) million for the three and six months ended June 30, 2020, respectively. The net change in unrealized gain (loss) from loans was less than $0.1 million and zero for the three and six months ended June 30, 2019, respectively. The net change in unrealized gain from loans consisted of fair value adjustments taken against loans resulting from the improvement or deterioration in certain portfolio companies’ performance. The primary reason for the improvement in certain portfolio companies' performance is cost cutting measures, restructured revenue programs, and amended performance plans to manage capital and liquidity requirements during the COVID-19 pandemic.

Net change in unrealized loss from derivative instruments was less than $0.1 million and $1.1 million for the three and six months ended June 30, 2020, respectively. Net change in unrealized loss from derivative instruments was $0.6 million and $0.9 million for the three and six months ended June 30, 2019. The net change in unrealized loss from derivative instruments consisted of fair market value adjustments to the derivative instruments and is a reflection of the market’s outlook on the economy and the future of interest rate changes.

Net increase in net assets resulting from operations for the three months ended June 30, 2020 and 2019 was $6.3 million and $2.1 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the three months ended June 30, 2020 and 2019 was $63.16 and $20.56, respectively.

Net increase in net assets resulting from operations for the six months ended June 30, 2020 and 2019 was $6.3 million and $3.0 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the six months ended June 30, 2020 and 2019 was $63.48 and $30.18, respectively.

Liquidity and Capital Resources – June 30, 2020 and December 31, 2019

The Fund is owned entirely by the Company. The Company is expected, but not required, to make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. Total capital contributed to the Fund was $181.1 million and $148.1 million as of June 30, 2020 and December 31, 2019, respectively. As of both June 30, 2020 and December 31, 2019, the Company had subscriptions for capital in the amount of $460.0 million, of which $207.0 million and $174.8 million had been called and received, respectively. As of June 30, 2020, $253.0 million of capital remains uncalled and the uncalled capital expires on the Fund’s fifth anniversary of its first investment unless extended. Management is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. The Company has made $20.9 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

The change in cash for the six months ended June 30, 2020 and 2019 was as follows:

  For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019
Net cash used in operating activities $(55,417,989) $(51,616,460)
Net cash provided by financing activities 52,659,712
 54,495,086

43



Net increase (decrease) in cash and cash equivalents $(2,758,277) $2,878,626

As of June 30, 2020 and December 31, 2019, 5.5% and 9.4%, respectively, of the Fund’s net assets consisted of cash and cash equivalents.

On December 20, 2018, the Fund entered into a syndicated loan agreement led by MUFG Union Bank, N.A., Wells Fargo Securities, LLC and ING Capital LLC, with participation from Zions Bancorporation, N.A., doing business as California Bank & Trust, Bank Leumi USA, Umpqua Bank, HSBC Bank USA, N.A., and First Bank, that established a secured revolving loan facility in an initial amount of up to $200.0 million with the option to request that borrowing availability be increased up to $400.0 million, subject to further negotiation and credit approval. Borrowings by the Fund are collateralized by all the assets of the Fund. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility. The facility terminates on December 20, 2021, but can be accelerated in the event of default, such as the failure by the Fund to make timely interest or principal payments. As of June 30, 2020, $120.0 million was outstanding under the facility.

For the six months ended June 30, 2020 and since the start of its investment operation in May 2018, the Fund invested its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $97.2 million for the six months ended June 30, 2020. Net loan amounts outstanding after amortization and valuation adjustments increased by $56.1 million for the same period. Unexpired unfunded commitments totaled $77.5 million as of June 30, 2020.
As of
Cumulative Amount
Disbursed
Principal
Reductions and Fair
Market Adjustments
Balance
Outstanding - Fair
Value
Unexpired
Unfunded
Commitments
June 30, 2020$345.0 million$85.6 million$259.4 million$77.5 million
December 31, 2019$247.8 million$44.5 million$203.3 million$78.0 million

The following tables show the unexpired unfunded commitments by portfolio company as of June 30, 2020 and December 31, 2019.

BorrowerIndustryUnexpired Unfunded Commitment as of June 30, 2020Expiration Date
Aclima, Inc.Other Technology$4,000,000
07/31/2020
Artisan Development Labs, Inc.Other Healthcare500,000
09/30/2020
ATeam Army, Inc.Other Technology500,000
07/30/2020
BackboneAI, Inc.Software1,500,000
04/30/2021
Benson Hill Bio, Inc.Other Technology7,500,000
12/01/2020
BW Industries, Inc.Other Technology2,000,000
07/31/2020
Callisto Media, Inc.Technology Services7,500,000
12/31/2020
Canary Technologies CorporationSoftware250,000
09/30/2020
Cloudleaf, Inc.Software1,500,000
10/15/2020
Coterie Applications, Inc.Other Technology1,500,000
03/31/2021
eXo Imaging, Inc.Medical Devices4,000,000
11/30/2020
Fetch Robotics, Inc.Computers & Storage2,500,000
06/30/2021
GoForward, Inc.Other Healthcare6,250,000
07/01/2020

44



Hello Heart Inc.Other Healthcare750,000
08/31/2020
Invoice2Go, Inc.Software13,000,000
03/31/2021
Lucideus, Inc.Software500,000
07/15/2020
Lukla, Inc.Internet500,000
01/31/2021
Marley Spoon, Inc.Internet3,750,000
07/31/2020
Medable, Inc.Software2,000,000
07/31/2020
OneLocal, Inc.Internet333,333
07/31/2020
Ozy Media, Inc.Other Technology2,000,000
10/31/2020
Pitzi, Ltd.Other Technology1,000,000
11/30/2020
Quartzy, Inc.Biotechnology2,250,000
10/15/2020
Reciprocity, Inc.Software1,950,000
01/31/2021
RenoFi, Inc.Internet250,000
09/30/2020
Residently USA, LLCInternet750,000
07/30/2020
Siren Care, Inc.Medical Devices1,000,000
07/31/2020
TIER Mobility GmbHOther Technology8,000,000
02/15/2021
Total $77,533,333
 



BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
Ablacon, Inc.Medical Devices$2,500,000
01/31/2020
Ainsly, Inc.Internet1,500,000
01/31/2020
Airvine Scientific, Inc.Wireless125,000
03/31/2020
Apollo Flight Research Inc.Other Technology250,000
01/31/2020
ArborMetrix, Inc.Software750,000
04/30/2020
Beanfields, PBCOther Technology625,000
06/30/2020
BW Industries, Inc.Other Technology2,000,000
07/31/2020
Callisto Media, Inc.Technology Services10,000,000
12/31/2020
Canary Technologies Corp.Software250,000
09/30/2020
Cesium, Inc.Internet375,000
03/31/2020
Cloudleaf, Inc.Software1,500,000
10/15/2020
DOSH Holdings, Inc.Other Technology3,750,000
01/15/2020
eXo Imaging, Inc.Medical Devices6,000,000
11/30/2020
GoForward, Inc.Other Healthcare6,250,000
07/01/2020
Hello Heart Inc.Other Healthcare1,750,000
08/31/2020
HumanAPI, Inc.Other Healthcare500,000
01/31/2020
Kids on 45th, Inc.Internet500,000
01/31/2020
Klar Holdings LimitedTechnology Services250,000
03/31/2020
Liftit, Inc.Technology Services500,000
01/30/2020
Lucideus, Inc.Software500,000
07/15/2020
Lukla, Inc.Internet750,000
01/31/2021
Marley Spoon, Inc.Internet3,750,000
07/31/2020
Medable, Inc.Software2,000,000
07/31/2020
Merchbar, Inc.Internet250,000
01/30/2020
Noteleaf, Inc.Other Technology1,000,000
01/31/2020

45



BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
OneLocal, Inc.Internet1,000,000
07/31/2020
Owl Cameras, Inc.Software3,000,000
01/01/2020
Parallel Wireless, Inc.Wireless6,500,000
03/31/2020
Percepto Inc.Other Technology1,000,000
05/31/2020
Pitzi, Ltd.Other Technology2,500,000
11/30/2020
Quartzy, Inc.Biotechnology2,250,000
10/15/2020
Solugen, Inc.Technology Services1,250,000
01/31/2020
Stay Alfred, Inc.Internet7,500,000
06/30/2020
Stitch Labs, Inc.Software750,000
01/31/2020
The Safe and Fair Food Company LLCOther Technology1,250,000
01/31/2020
Trendalytics Innovation Labs, Inc.Software450,000
01/31/2020
Visual Supply CompanyInternet2,500,000
03/31/2020
Voodoo Manufacturing, Inc.Other Technology375,000
02/28/2020
Total $77,950,000
 

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Management’s experience that not all unexpired unfunded commitments will be used by borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a materially adverse change in its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The Fund seeks to maintain the requirements to qualify for the special pass-through status available to RICs under the Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as a RIC, the Fund must distribute to its shareholder for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) (the “Distribution Requirement”). To the extent that the terms of the Fund’s venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued undistributed income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.

As of June 30, 2020, the Fund had cash reserves of $8.0 million and approximately $94.4 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to uncalled capital of $253.0 million and recallable capital of $20.9 million as a liquidity source, and a borrowing base that grows as it funds additional commitments. These amounts are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund regularly evaluates potential future liquidity resources and demands before making additional future commitments.

On April 24, 2019, the Fund’s sole shareholder, the Company, approved a reduced asset coverage ratio of 150% for the Fund as permitted in Section 61(a)(2) of the 1940 Act. Accordingly, the Fund is permitted to borrow in any amount so long as its asset coverage ratio, as defined in the 1940 Act, is at least 150% after giving effect to such borrowings. As of June 30, 2020, the Fund’s asset coverage ratio was 222%.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.  

The Fund manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.

The Fund’s investments are subject to market risk based on several factors, including, but not limited to, the borrower’s credit history, available cash, support of the borrower’s underlying investors, available liquidity, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan and the ability to exit via initial public offering or merger and acquisition.

The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At June 30, 2020, the outstanding debt balance was $120.0 million at a weighted-average floating interest rate of 0.18%, for which the Fund had derivative instruments in place with a weighted-average fixed interest rate of 2.28% on $57.0 million of the notional principal amount with an interest rate swap and floor and a ceiling of 1.150% on $20.0 million with an interest rate collar, leaving the Fund with exposure to interest rate changes on the un-hedged portion of the loan.

Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of June 30, 2020. However, those changes could have the potential to change the Fund’s ability to originate loan commitments, acquire and renew bank facilities, and engage in other investment activities. Further, changes in short-term interest rates could also affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.
Based on the Fund’s Condensed Statements of Assets and Liabilities as of June 30, 2020, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, cash balances and derivative instruments.
 
Effect of Interest Rate Change ByOther Interest and Other Income (Loss)Gain (Loss) from Interest Rate Swap and FloorGain (Loss) from Interest Rate CollarInterest Income (Expense)Total Income (Loss)
(0.50)%$(39,982)$101,318
$(98,000)$213,300
$176,636
1%$79,965
$570,000
$5,550
$(1,200,000)$(544,485)
2%$159,930
$1,140,000
$205,550
$(2,400,000)$(894,520)
3%$239,894
$1,710,000
$405,550
$(3,600,000)$(1,244,556)
4%$319,859
$2,280,000
$605,550
$(4,800,000)$(1,594,591)
5%$399,824
$2,850,000
$805,550
$(6,000,000)$(1,944,626)

Additionally, a change in the interest rate may affect the value of the derivative instruments and effect net change in unrealized gain (loss) from derivative instruments. The amount of any such effect will be contingent upon market expectations for future interest rate changes. Any increases in expected future rates will increase the value of the derivative instruments while any rate decreases will decrease the value.


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Although Management believes that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.

Because the Fund currently borrows, its net investment income is highly dependent upon the difference between the rate at which it borrows and the rate at which it invests the amounts borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s investment activities and net investment income. The Fund’s exposure to movement in short-term interest rates stems from the Fund borrowing at a floating interest rate but then making loans with a fixed rate at the time the loans are extended. The Fund, therefore, attempts to limit its interest rate risk by acquiring derivative instruments to hedge its interest rate exposure.

The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures:

At the end of the period covered by this report, the Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports is accumulated and communicated to the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls:

There have not been any changes in the Fund’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the Fund’s fiscal quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.


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PART II OTHER INFORMATION

Item 1.  Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund’s financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund. The Fund is not a party to any material legal proceedings.

Item 1A. Risk Factors

The following discussion point should be read in conjunction with Item 1A - “Risk Factors” in the Fund’s 2019 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business. Except as set forth below, there have been no material changes to the risk factors reported in the Fund’s 2019 Annual Report on Form 10-K.

Public Health Crises and Coronavirus Risk.  Public health crises, such as the recent outbreak of the novel strain of coronavirus (“COVID-19”), may have direct and indirect adverse impact on the Fund’s portfolio companies’ business operations and results of operations.  Several countries and individual U.S. states have reacted to this rapidly evolving COVID-19 outbreak by instituting quarantines, shelter-in-place orders, travel restrictions, bans on public gathering, and closures of a wide range of businesses beginning March 2020. These measures have had an adverse impact on the global economy and contributed to significant volatility in the financial markets. Starting mid-to-late April through June 2020, many countries and states have started to ease restrictions on businesses and social activity. However, as of late June 2020, travelers from the United States will not be allowed to visit the European Union when the bloc begins to reopen its external borders starting July 1, 2020. These continued travel restrictions may prolong the global economic downturn.

Although some countries have begun to ease restrictions on business and social activity, the full extent of the impact of the COVID-19 outbreak on the Fund’s portfolio companies’ business operations and results of operations is unknown at this time and will depend on many factors outside of the Fund’s control, including, without limitations, the timing, extent, trajectory and duration of the pandemic. Management is continuing to work with the Fund’s portfolio companies that may be directly or indirectly affected by the outbreak to evaluate the continued impact on the borrowers’ ability to make timely payments and creditworthiness.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.


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Item 6.  Exhibits


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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.

VENTURE LENDING & LEASING IX, INC.
(Registrant)

By:/s/ Maurice C. WerdegarBy:/s/ Judy N. Bornstein
Maurice C. WerdegarJudy N. Bornstein
Chief Executive OfficerChief Financial Officer
(Principal Executive Officer)(Principal Financial Officer)
Date:August 13, 2020Date:August 13, 2020



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