Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-261732

PROSPECTUS SUPPLEMENT

(To prospectus dated December 17, 2021)

 

LOGO

Up to 25,000,000 Shares of Common Stock

 

About this offering. We are offering to sell up to 25,000,000 shares of our common stock from time to time through our Sales Agents, Jefferies LLC and JMP Securities LLC. Any such sales may be made in negotiated transactions or transactions that are deemed to be “at the market” (as defined in Rule 415 of the Securities Act). “At the market” transactions may be made directly on the NYSE or another securities exchange or through a market maker (other than a securities exchange). Any such sales of our common stock may be made at prices related to the prevailing market price or at negotiated prices. Our arrangement with the Sales Agents is governed by Equity Distribution Agreements, dated May 5, 2023. Under those Agreements, the Sales Agents will receive a commission from us for sales of common stock. The amount of each Sales Agent’s commission will be negotiated from time to time but will never exceed 2.0% of the gross sales price of common stock sold through the Sales Agent under the applicable Equity Distribution Agreement. The Sales Agents are not required to sell any of our common stock but will use their commercially reasonable efforts, consistent with their sales and trading practices, to effect sales. For more information, see “Plan of Distribution” beginning on page S-6 of this prospectus supplement.

About Hercules Capital, Inc. and our common stock. We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity-related investments. Our common stock trades on the NYSE under the ticker symbol “HTGC.” The last reported sale price on the NYSE of our common stock on May 3, 2023 was $12.91 per share and our NAV per share was $10.82 as of March 31, 2023 (the most recent date NAV was determined).

 

IMPORTANT DISCLOSURES

 

An investment in our common stock may be speculative and involves risks, including total loss of investment. The companies in which we invest are also subject to special risks. See “Risk Factors” beginning on page S-3 of the accompanying prospectus, in our most recent Annual Report on Form 10-K, and in any of our other filings with the SEC to read about risks that you should consider before investing in our common stock, including the risk of leverage.

 

You should carefully read the Offering Materials before deciding to invest in our common stock. This prospectus supplement, the accompanying prospectus, any free writing prospectus related to this offering and any other documents incorporated by reference in such materials are referred to as the Offering Materials. No other person has been authorized to provide you with information that is different or inconsistent with the information found in the Offering Materials. If anyone provides you with different or inconsistent information, you should not rely on it. Information found in the Offering Materials is accurate only as of the date the information was published and our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the Sales Agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

This document has two parts. The first is this prospectus supplement, which describes the terms of this offering and adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. If any information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement will control.

 

 

 

 

 

Jefferies LLC                                               JMP Securities

                                           A CITIZENS COMPANY

The date of this prospectus supplement is May 5, 2023.


Table of Contents

TABLE OF CONTENTS

 

Prospectus Supplement       
             Page          

FORWARD-LOOKING STATEMENTS

     S-ii              

INDUSTRY AND MARKET DATA

     S-iii              

SUMMARY

     S-1              

Our Company

     S-1              

General Information

     S-1              

The Offering

     S-1              

Risk Factors

     S-3              

Available Information

     S-3              
FEES AND EXPENSES      S-4              
USE OF PROCEEDS      S-6              
CAPITALIZATION      S-7              
PLAN OF DISTRIBUTION      S-9              
OUTSTANDING SECURITIES AS OF MARCH 31, 2023      S-10              
LEGAL MATTERS      S-10              
EXPERTS      S-11              
INCORPORATION BY REFERENCE      S-11              
Prospectus       

Prospectus Summary

     1              

Fees and Expenses

     7              

Financial Highlights

     9              

Risk Factors

     11              

Forward-Looking Statements

     13              

Use of Proceeds

     14              
Price Range of Common Stock and Distributions      15              
Management’s Discussion and Analysis of Financial Condition and Results of Operations      16              
Portfolio Companies      17              
Senior Securities      38              
Business      42              
Management      43              
Certain United States Federal Income Tax Considerations      44              
Sales of Common Stock Below Net Asset Value      45              
Control Persons and Principal Stockholders      50              
Dividend Reinvestment Plan      51              
Description of Capital Stock      52              
Description of Our Preferred Stock      59              
Description of Our Subscription Rights      61              
Description of Warrants      63              
Description of Our Debt Securities      65              
Regulation      78              
Plan of Distribution      79              
Custodian, Transfer and Dividend Paying Agent and Registrar      81              
Legal Matters      81              
Experts      81              
Incorporation by Reference      81              
Available Information      82              

 

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GLOSSARY

 

1940 Act means the Investment Company Act of 1940, as amended

 

BDC means business development company

 

Board means the Board of Directors of Hercules Capital, Inc.

 

Code means the Internal Revenue Code of 1986, as amended

 

Company, Hercules Capital, Hercules, we, us and our refer to Hercules Capital, Inc. and our wholly owned subsidiaries

 

Equity Distribution Agreements or Agreements refer to the Equity Distribution Agreements between Hercules Capital, Inc. and each of the Sales Agents, each dated May 5, 2023

 

Exchange Act means the Securities Exchange Act of 1934, as amended

  

NAV means net asset value

 

NYSE means the New York Stock Exchange

 

Offering Materials refers to this prospectus supplement, the accompanying prospectus and any free writing prospectus related to this offering

 

RIC means Regulated Investment Company

 

Sales Agents refers to Jefferies LLC and JMP Securities LLC

 

SBA means the Small Business Administration

 

SBIC means a Small Business Investment Company

 

SEC means the U.S. Securities and Exchange Commission

 

Securities Act means the Securities Act of 1934, as amended

FORWARD-LOOKING STATEMENTS

A forward-looking statement relates to future events or our future financial performance and typically uses words like “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts” “potential” or “continue” and similar expressions, as well as the negative of these words and expressions. We may use forward-looking statements in the Offering Materials, as well as in future oral and written statements by our management. These forward-looking statements are based on management’s current expectations; however, they are based on assumptions regarding, among other things, our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios. All of these assumptions carry substantial risks and uncertainties that could cause actual results to be materially different from the results described in or implied by our forward-looking statements. You should not rely on forward-looking statements when determining whether to invest in our common stock or regard a forward-looking statement as a representation by us that our plans or objectives will be achieved.

Forward-looking statements in the Offering Materials include statements about:

 

   

our current and future management structure;

 

   

our future operating results;

 

   

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

 

   

the impact of investments that we expect to make;

 

   

our informal relationships with third parties including in the venture capital industry;

 

   

the expected market for venture capital investments and our addressable market;

 

   

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

 

   

our ability to access debt markets and equity markets;

 

   

the occurrence and impact of macro-economic developments (for example, global pandemics, natural disasters, terrorism, international conflicts and war) on us and our portfolio companies;

 

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the ability of our portfolio companies to achieve their objectives;

 

   

our expected financings and investments;

 

   

our regulatory structure and tax status as a RIC;

 

   

our ability to operate as a BDC and a SBIC;

 

   

the adequacy of our cash resources and working capital;

 

   

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

 

   

the timing, form and amount of any distributions;

 

   

the impact of fluctuations in interest rates on our business;

 

   

the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and

 

   

our ability to recover unrealized depreciation on investments.

The forward-looking statements made in the Offering Materials relate only to events as of the date on which the statements are made and are excluded from the safe harbor protection provided by Section 27A of the Securities Act. We are not obligated, and do not plan, to update any forward-looking statement to reflect events or circumstances occurring after the date the statement is made. We encourage you to consult any additional disclosures that we make directly to you or through reports that we file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Before you decide to invest in our common stock, please be sure you have read the accompanying prospectus (including “Risk Factors” and “Forward-Looking Statements” beginning on pages 11 and 13, respectively), our most recent Annual Report on Form 10-K (including “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and any subsequent Quarterly Reports on Form 10-Q.

INDUSTRY AND MARKET DATA

The Offering Materials include certain industry estimates that we have compiled using internally-generated information and data. We believe our estimates are reliable but you should know that they have not been verified by any independent sources. Our estimates are based on a number of assumptions, including increasing investment in venture capital- and private equity-backed companies. Actual results may differ from projections and estimates, and this market may not grow at the rates projected, or at all. If this market fails to grow at projected rates, our business and the market price of our securities, including our common stock, could be materially adversely affected.

 

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SUMMARY

The following summary highlights some of the information included elsewhere, or incorporated by reference, in the Offering Materials. This Summary is not complete and may not contain all of the information that you may want to consider before deciding to invest in our common stock. You should carefully read the Offering Materials, including any sections titled “Risk Factors,” “Available Information,” “Incorporation by Reference,” and “Use of Proceeds,” and our financial statements. We use the terms “Company,” “Hercules Capital,” “Hercules,” “we,” “us” and “our” refer to Hercules Capital, Inc. and our wholly owned subsidiaries. You can find definitions for any other defined terms in the Glossary section of this prospectus supplement.

Our Company

We are a specialty finance company focused on providing financing solutions to high-growth, innovative venture capital-backed and institutional-backed companies in a variety of technology, life sciences and sustainable and renewable technology industries. Our goal is to be the leading Structured Debt financing provider for venture capital-backed and institutional-backed companies in technology-related industries requiring sophisticated and customized financing solutions. We use the term “Structured Debt” to refer to a debt investment that is structured with an equity, warrant, option, or other right to purchase or convert into common or preferred stock. Our strategy is to evaluate and invest in a broad range of technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare, and sustainable and renewable technology and to offer a full suite of growth capital products. We are an internally-managed, non-diversified closed-end investment company that has elected to be regulated as a business development company, or BDC, under the 1940 Act. Effective January  1, 2006, we elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code.

General Information

Our principal executive offices are located at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301 and our telephone number is (650) 289-3060. We also have offices in Boston, MA, New York, NY, Bethesda, MD, San Diego, CA, Denver, CO, and London, United Kingdom.

The Offering

 

Common stock offered by us:

 

Up to 25,000,000 shares

 

Common stock outstanding prior to this offering:   143,360,061 shares

 

Manner of offering:

 

“At the market” offering that may be made from time to time through our Sales Agents, Jefferies LLC and JMP Securities LLC, using commercially reasonable efforts. See “Plan of Distribution” for more information.

 

Offering price:

 

Any sales of our common stock in this offering may be made at prices related to the prevailing market price or at negotiated prices.

 

 

We are not generally able to sell our common stock at a price per share below NAV unless our Board determines that such sale is in the best interests of our stockholders and if stockholders (including a majority of those stockholders that are unaffiliated with us) approve the sale. Any sale or other issuance of shares of our common stock at a price below NAV per share would result in an immediate dilution to your interest in our common stock and a reduction of our NAV per share.

 

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We do not currently have authorization from our stockholders to issue common stock at a price below our then current NAV per share but are seeking to obtain this authorization in connection with our Annual Meeting in 2023, and may seek to obtain this authorization in the future. For more information about the impact of the sale of our common stock at a price per share below NAV, please see “Sales of Common Stock Below Net Asset Value” beginning on page 45 of the accompanying prospectus.

 

Use of proceeds:  

We expect to use the net proceeds from this offering to fund investments in debt and equity securities in accordance with our investment objectives, to make acquisitions, to retire certain debt obligations, and for other general corporate purposes.

 

Pending such uses and investments, we will invest a portion of the net proceeds of this offering primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. Our ability to achieve our investment objectives may be limited to the extent that the net proceeds of this offering, pending full investment, are held in lower yielding short-term instruments. See “Use of Proceeds” in this prospectus supplement.

 

Distribution:  

To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. The amount of our distributions, if any, will be determined by our Board of Directors. Any distributions to our stockholders will be declared out of assets legally available for distribution. See “Price Range of Common Stock” in this prospectus supplement.

 

Taxation:  

We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as distributions. To maintain our RIC tax status, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Price Range of Common Stock” in this prospectus supplement and “Certain United States Federal Income Tax Considerations” in the accompanying prospectus.

 

NYSE ticker:  

HTGC

 

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Risk Factors

An investment in our common stock may be speculative and involves risks, including total loss of investment. The companies in which we invest are also subject to special risks. See “Risk Factors” beginning on page 11 of the accompanying prospectus, in our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q, in any of our other filings with the SEC, and in any free writing prospectus to read about risks that you should consider before investing in our common stock, including the risk of leverage.

Available Information

We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to our securities offered by the Offering Materials. The registration statement contains additional information about us and our securities being offered by the Offering Materials.

We file with or furnish to the SEC periodic and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. We maintain a website at www.htgc.com. We make available on our website, free of charge, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other publicly filed information available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, the SEC maintains a website at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC. The information on the websites referred to herein is not incorporated by reference into the Offering Materials.

 

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FEES AND EXPENSES

The below table is intended to help you understand the different costs and expenses that an investor in our common stock will bear, both directly and indirectly. Some of the percentages included in this table are only estimates. The footnotes below the table tell you which items in the table are estimates. In general, if this prospectus supplement or the accompanying prospectus says that fees and expenses will be paid by “you” or “us” or that “we” will pay fees or expenses, this means that holders of our common stock will indirectly bear such fees and expenses as investors in Hercules Capital, Inc.

 

Stockholder Transaction Expenses (as a percentage of the public offering price):

  

Sales load (as a percentage of offering price)(1)

     2.00%         

Offering expenses

     0.07%(2)      

Dividend reinvestment plan fees

     (3)      
  

 

 

 

Total stockholder transaction expenses (as a percentage of the public offering price)

           2.07%         
  

 

 

 
Annual Expenses (as a percentage of net assets attributable to common stock):(4)   

Operating expenses

     5.70%(5)(6)   

Interest and fees paid in connection with borrowed funds

     5.24%(7)      

Acquired fund fees and expenses

     0.01%(8)      
  

 

 

 

Total annual expenses

     10.95%(9)      
  

 

 

 

 

(1)

Represents the estimated commission with respect to the shares of common stock being sold in this offering. Each Sales Agent will be entitled to compensation up to 2.0% of the gross proceeds of the sale of any shares of our common stock under the applicable Equity Distribution Agreement, with the exact amount of such compensation to be mutually agreed upon by the Company and the Sales Agent from time to time. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.

(2)

The percentage reflects estimated offering expenses of approximately $245,000, assuming all shares are offered under this prospectus supplement.

(3)

The expenses associated with the administration of our dividend reinvestment plan are included in “Operating expenses.” We pay all brokerage commissions incurred with respect to open market purchases, if any, made by the administrator under the plan. For more details about the plan, see “Dividend Reinvestment Plan” in the accompanying prospectus.

(4)

“Net assets attributable to common stock” equals the weighted average net assets for the three months ended March 31, 2023, which is approximately $1,447.5 million.

(5)

“Operating expenses” represents our estimated annualized operating expenses, based on actual operating expenses incurred for the three months ended March 31, 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K, “Executive Officers,” and “Executive Compensation” in our most recent Definitive Proxy Statement on Schedule 14A.

(6)

We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals.

(7)

“Interest and fees paid in connection with borrowed funds” represents our estimated annualized interest, fees, and credit facility expenses using actuals from the three months ended March 31, 2023.

(8)

“Acquired fund fees and expenses” represent the estimated annualized indirect expense incurred due to investments in other investment companies and private funds.

(9)

“Total annual expenses” is the sum of “Operating expenses”, “Interest and fees paid in connection with borrowed funds”, and “Acquired fund fees and expenses”. “Total annual expenses” is presented as a percentage of weighted average net assets attributable to common stockholders because the holders of shares of our common stock (and not the holders of our debt securities or preferred stock, if any) bear all of our fees and expenses, including the fees and expenses of our wholly-owned consolidated subsidiaries, all of which are included in this fee table presentation.

 

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EXAMPLE

The below example is intended to help you understand the cumulative expenses that you would pay on a $1,000 investment in our common stock over a 1-, 3-, 5- and 10-year period. These hypothetical expenses assume a 5% annual return on your investment, annual operating expenses of 5.70% (from the above table) and that we incur no additional leverage and that all dividends are reinvested in additional shares of common stock. Actual expenses, returns, operating expenses, leverage levels, dividend amounts and dividend treatment may all differ.

 

1 Year

  

3 Years

  

5 Years

  

10 Years

$              125

   $              315    $              485    $              829

 

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USE OF PROCEEDS

Sales of our common stock, if any, under the Offering Materials may be made in negotiated transactions or transactions that are deemed to be “at the market” (as defined in Rule 415 of the Securities Act). “At the market” transactions may be made directly on the NYSE or another securities exchange or through a market maker (other than a securities exchange). There is no guarantee that any such sales will be made.

The last reported sale price on the NYSE of our common stock on May 3, 2023 was $12.91 per share. If we sell all 25,000,000 shares of common stock offered under the Offering Materials at $12.91 per share, we estimate that the net proceeds of this offering will be approximately $322.75 million, after deducting the estimated sales commission payable to the Sales Agents and our estimated offering expenses. Actual sales and net proceeds (if any) may be more or less than these estimated amounts and depend, among other things, the market price of our common stock at the time of any sales.

We intend to use the net proceeds from this offering to fund investments in debt and equity securities in accordance with our investment objectives, to make acquisitions, to retire certain debt obligations and for other general corporate purposes.

We intend to seek to invest the net proceeds received in this offering, consistent with our investment objective, as promptly as practicable after we receive them. We anticipate that substantially all of the net proceeds from any sales of our common stock will be used as described above within 3 to 6 months, depending on market conditions. We anticipate that the remainder will be used for working capital and general corporate purposes, including potential payments or distributions to stockholders. Until we use or invest proceeds in this manner, we will invest a portion of the net proceeds of any sales primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. Our ability to achieve our investment objectives may be limited to the extent that the net proceeds of any sales, pending full investment, are held in lower yielding short-term instruments.

 

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CAPITALIZATION

We are offering to sell up to 25,000,000 shares of our common stock from time to time through our Sales Agents, Jefferies LLC and JMP Securities LLC. The below table assumes that we will sell all 25,000,000 shares at a price of $12.91 per share (the last reported sale price per share of our common stock on the NYSE on May 3, 2023). However, there is no guarantee that there will be any sales of our common stock. Actual sales, if any, may be less than as shown in the below table. In addition, the price per share of any such sale may be greater or less than $12.91 depending on the market price of our common stock at the time of any such sale. The following table sets forth our capitalization as of March 31, 2023, on an actual basis and on an as adjusted basis, giving effect to the issuance of 25,000,000 shares of common stock at a price of $12.91 per share, less commissions and expenses. The adjusted information is illustrative only.

This table should be read in conjunction with “Use of Proceeds” included in this prospectus supplement and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto included in the accompanying prospectus.

 

     As of March 31, 2023  
           Actual               As Adjusted      
     (unaudited, in thousands)  

Investments at fair value

   $           3,130,178     $           3,130,178  

Cash and cash equivalents

     71,129       435,147  

Liabilities(1):

  

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

   $ 33,368     $ 33,368  

Operating lease liability

     4,966       4,966  

SBA Debentures

     169,881       169,881  

July 2024 Notes

     104,607       104,607  

February 2025 Notes

     49,780       49,780  

June 2025 Notes

     69,636       69,636  

June 2025 3-Year Notes

     49,655       49,655  

March 2026 A Notes

     49,724       49,724  

March 2026 B Notes

     49,699       49,699  

September 2026 Notes

     321,603       321,603  

January 2027 Notes

     344,937       344,937  

2031 Asset-Backed Notes

     148,104       148,104  

2033 Notes

     38,853       38,853  

MUFG Bank Facility

     121,000       121,000  

SMBC Facility

     197,000       197,000  
  

 

 

   

 

 

 

Total liabilities

   $ 1,752,813     $ 1,752,813  
  

 

 

   

 

 

 

Net assets:

  

 

 

 

 

 

 

 

Common stock, par value $0.001 per share; 200,000,000 shares authorized; 138,596,438 shares issued and outstanding, actual, 167,429,562 shares issued and outstanding, as adjusted, respectively

   $ 139     $ 168  

Capital in excess of par value

     1,409,168       1,773,157  

Total distributable earnings

     89,699       89,699  

Total net assets

   $ 1,499,006     $ 1,863,024  
  

 

 

   

 

 

 

Total capitalization

   $ 3,251,819     $ 3,615,837  
  

 

 

   

 

 

 

 

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  (1)

The above table reflects the carrying value of indebtedness outstanding as of March 31, 2023. Principal amounts of indebtedness as of March 31, 2023, were as follows:

 

SBA Debentures

   $         175,000     September 2026 Notes    $         325,000  

July 2024 Notes

   $ 105,000     January 2027 Notes    $ 350,000  

February 2025 Notes

   $ 50,000     2031 Asset-Backed Notes    $ 150,000  

June 2025 Notes

   $ 70,000     2033 Notes    $ 40,000  

June 2025 3-Year Notes

   $ 50,000     MUFG Bank Facility    $ 121,000  

March 2026 A Notes

   $ 50,000     SMBC Facility    $ 197,000  

March 2026 B Notes

   $ 50,000    

 

  

 

 

 

 

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PLAN OF DISTRIBUTION

Jefferies LLC and JMP Securities LLC are acting as our Sales Agents in connection with the offer and sale of shares of our common stock under the Offering Materials. Any such sales may be made in negotiated transactions or transactions that are deemed to be “at the market” (as defined in Rule 415 of the Securities Act). “At the market” transactions may be made directly on the NYSE or another securities exchange or through a market maker (other than a securities exchange). Any such sales of our common stock may be made at prices related to the prevailing market price or at negotiated prices.

Upon written instructions from us, the Sales Agents will use their commercially reasonable efforts, consistent with their sales and trading practices, to sell our common stock under the terms and subject to the conditions in the Equity Distribution Agreements. We will indicate to the Sales Agents how much common stock they may sell as our agents and may instruct the Sales Agents not to sell common stock if the sales cannot be effected at or above a price we select. We or the Sales Agents may suspend the offering of common stock upon proper notice and subject to other conditions.

We are not generally able to sell our common stock at a price per share below NAV unless our Board determines that such sale is in the best interests of our stockholders and if stockholders (including a majority of those stockholders that are unaffiliated with us) approve the sale. Any sale or other issuance of shares of our common stock at a price below NAV per share would result in an immediate dilution to your interest in our common stock and a reduction of our NAV per share.

We do not currently have authorization from our stockholders to issue common stock at a price below our then current NAV per share but are seeking to obtain this authorization in connection with our Annual Meeting in 2023, and may seek to obtain this authorization in the future. For more information about the impact of the sale of our common stock at a price per share below NAV, please see “Sales of Common Stock Below Net Asset Value” beginning on page 45 of the accompanying prospectus.

The Sales Agents will provide written confirmation of a sale to us no later than the opening of the trading day on the NYSE following each trading day in which shares of our common stock are sold under the Equity Distribution Agreements. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Sales Agents in connection with the sales.

Settlement for sales of shares of common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Sales Agents in connection with a particular transaction, or required by law, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will report, at least quarterly, the number of shares of our common stock sold through the Sales Agents under the Equity Distribution Agreements and the net proceeds to us.

We will reimburse the Sales Agents for all reasonable and documented fees and disbursements of their counsel in connection with the Equity Distribution Agreements provided that such reimbursement will not exceed (i) $75,000 in connection with the preparation of the Equity Distribution Agreements and the commencement of this offering and (ii) an aggregate amount of $15,000 on each Representation Date (as defined in the Equity Distribution Agreements) thereafter.

The amount of each Sales Agent’s commission will be negotiated from time to time but will never exceed 2.0% of the gross sales price of common stock sold through the Sales Agent under the applicable Equity Distribution Agreement. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agents under the terms of the Equity Distribution Agreements (including reimbursement of the Sales Agents’ counsel fees), will be approximately $245,000, assuming all 25,000,000 shares of common stock are sold. In connection with the sale of the common stock on our behalf, the Sales Agents may be deemed to be “underwriters” within the meaning of the Securities Act, and the Sales Agents’ compensation may be deemed to be underwriting commissions or discounts. We have agreed to indemnify and contribute to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.

 

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The offering of our shares of common stock pursuant to an Equity Distribution Agreements will terminate upon the termination of an Equity Distribution Agreement. An Equity Distribution Agreement may be terminated by us in our sole discretion under the circumstances specified in the applicable Equity Distribution Agreement by giving notice to the applicable Sales Agent. In addition, a Sales Agent may terminate its Equity Distribution Agreement under the circumstances specified in the applicable Equity Distribution Agreement by giving notice to us.

Potential Conflicts of Interest

Jefferies LLC and JMP Securities LLC, and their respective affiliates, have provided, or may in the future provide, various investment banking, commercial banking, financial advisory, brokerage and other services to us and our affiliates for which services they have received, and may in the future receive, customary fees and expense reimbursement. Jefferies LLC and JMP Securities LLC, and their respective affiliates, may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, Jefferies LLC and JMP Securities LLC, and their respective affiliates, may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our company.

The principal business address of Jefferies LLC is 520 Madison Avenue, New York, NY 10022. The principal business address of JMP Securities LLC is 600 Montgomery Street, Suite 1100, San Francisco, CA 94111.

OUTSTANDING SECURITIES AS OF MARCH 31, 2023

 

       
Title of Class   Amount
  Authorized  
  Amount Held by
  Company for its Account  
  Amount Outstanding
     

Common Stock, $0.001 par value per share

  200,000,000     138,596,438 shares
     

SBA Debentures

  175,000,000    

 

  $175.0*
     

4.77% Notes due July 2024

  105,000,000     $105.0*
     

4.28% Notes due February 2025

  50,000,000     $50.0*
     

4.31% Notes due June 2025

  70,000,000     $70.0*
     

6.00% Notes due June 2025

  50,000,000     $50.0*
     

4.50% Notes A due March 2026

  50,000,000     $50.0*
     

4.55% Notes B due March 2026

  50,000,000     $50.0*
     

2.625% Notes due September 2026

  325,000,000     $325.0*
     

3.375% Notes due January 2027

  350,000,000     $350.0*
     

4.95% Notes due July 2031

  150,000,000     $150.0*
     

6.25% Notes due 2033

  40,000,000     $40.0*

* Aggregate principal amount (in millions)

LEGAL MATTERS

Certain legal matters in connection with the securities offered hereby will be passed upon for us by Dechert LLP, New York, NY. Certain legal matters in connection with the securities offered hereby will be passed upon for Jefferies LLC and JMP Securities LLC, as Sales Agents, by Skadden, Arps, Slate, Meagher & Flom LLP, Boston, MA.

 

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EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

INCORPORATION BY REFERENCE

We incorporate by reference in this prospectus supplement the documents listed below and any future reports and other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all of the securities offered by this prospectus supplement have been sold or we otherwise terminate the offering of these securities (such reports and other documents deemed to be incorporated by reference into this prospectus supplement and to be part hereof from the date of filing of such reports and other documents); provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K, or other information “furnished” to the SEC pursuant to the Exchange Act will not be incorporated by reference into this prospectus supplement:

 

Document

  

Reporting Period

  

Filing Date

Annual Report on Form 10-K

   Year ended December 31, 2022    February 16, 2023

Quarterly Report on Form 10-Q

   Quarter ended March 31, 2023    May 4, 2023

Current Report on Form 8-K

      January 17, 2023

Current Report on Form 8-K

      January 27, 2023

Current Report on Form 8-K

      February 16, 2023

Current Report on Form 8-K

      March 13, 2023

Current Report on Form 8-K

      May 4, 2023

Definitive Proxy Statement

      April 28, 2023
The description of our Common Stock referenced in our Registration Statement on Form 8-A (No. 001-35515)       April 17, 2012

Any reports filed by us with the SEC before the date that any offering of any securities by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus.

To obtain copies of these filings, see “Available Information” in this prospectus supplement.

 

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PROSPECTUS

Hercules Capital, Inc.

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

Units

This prospectus relates to the offer, from time to time, in one or more offerings or series of shares of our common stock, par value $0.001 per share, preferred stock, par value $0.001 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights, debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants (including as part of a unit) offered hereby may be convertible or exchangeable into shares of our common stock. We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of methods of sale, including auctions. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.

In the event we offer common stock, the offering price per share will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the holders of the majority of our voting securities and approval of our Board of Directors, or (3) under such circumstances as the Securities and Exchange Commission may permit. See “Risk Factors” for more information.

We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed and institutional-backed companies in a variety of technology, life sciences and sustainable and renewable technology industries. We source our investments through our principal office located in Palo Alto, CA, as well as through additional offices in Boston, MA, New York, NY, Bethesda, MD, and San Diego, CA. Our goal is to be the leading structured debt financing provider for venture capital-backed companies in technology-related industries requiring sophisticated and customized financing solutions. We invest primarily in structured debt with warrants and, to a lesser extent, in senior debt and equity investments. Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity investments.

We use the term “structured debt with warrants” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or other rights to purchase or convert into common or preferred stock. Our structured debt with warrants investments typically are secured by some or all of the assets of the portfolio company.

We are an internally-managed, non-diversified closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “HTGC.” On December 16, 2021, the last reported sale price of a share of our common stock on the NYSE, was $16.20. The net asset value per share of our common stock as of September 30, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $11.54.

An investment in our securities may be speculative and involves risks including a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” on page 11 of this prospectus, in our most recent Annual Report on Form 10-K, in our Quarterly Reports on Form 10-Q, in any of our other filings with the Securities and Exchange Commission, and in any applicable prospectus supplement and in any free writing prospectus to read about risks that you should consider before investing in our securities, including the risk of leverage.

Please read this prospectus and any free writing prospectus before investing and keep it for future reference. It contains important information about us that a prospective investor ought to know before investing in our securities. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. The information is available free of charge by contacting us at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301 or by telephone calling collect at (650) 289-3060 or on our website at www.htgc.com. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of any securities unless accompanied by a prospectus supplement.

The date of this prospectus is December 17, 2021


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You should rely only on the information contained in this prospectus, any applicable prospectus supplement, any free writing prospectus, the documents incorporated by reference in this prospectus and any applicable prospectus supplement, or any other information which we have referred you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus or in any free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any applicable prospectus supplement, and any free writing prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. The information in this prospectus, any applicable prospectus supplement, and any free writing prospectus is accurate only as of its date, and under no circumstances should the delivery of this prospectus, any applicable prospectus supplement, or any free writing prospectus or the sale of any securities imply that the information in this prospectus, any applicable prospectus supplement, or any free writing prospectus is accurate as of any later date or that the affairs of Hercules Capital, Inc. have not changed since the date hereof. This prospectus will be updated to reflect material changes.

 

 

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1  

Fees and Expenses

     7  

Financial Highlights

     9  

Risk Factors

     11  

Forward-Looking Statements

     13  

Use of Proceeds

     14  

Price Range of Common Stock and Distributions

     15  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     16  

Portfolio Companies

     17  

Senior Securities

     38  

Business

     42  

Management

     43  

Certain United States Federal Income Tax Considerations

     44  

Sales of Common Stock Below Net Asset Value

     45  

Control Persons and Principal Stockholders

     50  

Dividend Reinvestment Plan

     51  

Description of Capital Stock

     52  

Description of Our Preferred Stock

     59  

Description of Our Subscription Rights

     61  

Description of Warrants

     63  

Description of Our Debt Securities

     65  

Regulation

     78  

Plan of Distribution

     79  

Custodian, Transfer and Dividend Paying Agent and Registrar

     81  

Legal Matters

     81  

Experts

     81  

Incorporation by Reference

     81  

Available Information

     82  

 

 

Hercules Capital, Inc., our logo and other trademarks of Hercules Capital, Inc. mentioned in this prospectus are the property of Hercules Capital, Inc. All other trademarks or trade names referred to in this prospectus are the property of their respective owners.


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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission using the “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act, we may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of methods of sale. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement and/or free writing prospectus (collectively referred to hereinafter as the “prospectus supplement”) may also add, update or change information contained in this prospectus or in the documents we incorporate by reference herein. This prospectus and the prospectus supplement, together with any documents incorporated by reference herein, will include all material information relating to the applicable offering. Please carefully read this prospectus and the prospectus supplement, together with any documents incorporated by reference in this prospectus and the applicable prospectus supplement, any exhibits and the additional information described under the headings “Available Information,” “Incorporation of Certain Information By Reference,” “Prospectus Summary” and “Risk Factors” before you make an investment decision.


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PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. In this prospectus, unless the context otherwise requires, the “Company,” “Hercules,” “HTGC,” “we,” “us” and “our” refer to Hercules Capital, Inc. and its wholly owned subsidiaries and its affiliated securitization trusts.

THE COMPANY

Overview

We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed and institutional-backed companies in a variety of technology, life sciences and sustainable and renewable technology industries. We source our investments through our principal office located in Palo Alto, CA, as well as through additional offices in Boston, MA, New York, NY, Bethesda, MD, and San Diego, CA.

Our goal is to be the leading structured debt financing provider for venture capital-backed companies in technology-related industries requiring sophisticated and customized financing solutions. Our strategy is to evaluate and invest in a broad range of technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare, and sustainable and renewable technology and to offer a full suite of growth capital products. We focus our investments in companies active in the technology industry sub-sectors characterized by products or services that require advanced technologies, including, but not limited to, computer software and hardware, networking systems, semiconductors, semiconductor capital equipment, information technology infrastructure or services, internet consumer and business services, telecommunications, telecommunications equipment, renewable or alternative energy, media and life sciences. Within the life sciences sub-sector, we generally focus on medical devices, bio-pharmaceutical, drug discovery, drug delivery, drug development, health care services and information systems companies. Within the sustainable and renewable technology sub-sector, we focus on sustainable and renewable energy technologies and energy efficiency and monitoring technologies. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such businesses.

We invest primarily in structured debt with warrants and, to a lesser extent, in senior debt and equity investments. We invest primarily in private companies but also have investments in public companies. We use the term “structured debt with warrants” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or other rights to purchase or convert into common or preferred stock. Our structured debt with warrants investments typically are secured by some or all of the assets of the portfolio company. We also provide “unitranche” loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position.

Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity investments. Our primary business objectives are to increase our net income, net operating income and net asset value, or NAV, by investing in structured debt with warrants and equity of venture capital-backed companies in technology-related industries with attractive current yields and the potential for equity appreciation and realized gains. Our equity ownership in our portfolio companies may exceed 25% of the voting securities of such companies, which represents a controlling interest under the Investment Company Act of 1940, as amended, or the 1940 Act. In some cases, we receive the right to make additional equity investments in our portfolio companies in connection with future equity financing rounds. Capital that we provide directly to venture capital-backed companies in technology-related industries is generally used for growth and general working capital purposes as well as in select cases for acquisitions or recapitalizations.

 

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In May 2020, Hercules Adviser LLC, or Adviser Subsidiary, was formed as our wholly owned Delaware limited liability subsidiary to provide investment advisory and related services to investment vehicles, or Adviser Funds, owned by one or more unrelated third-party investors, or External Parties. The Adviser Subsidiary will receive fee income for the services provided to Adviser Funds. We were granted no-action relief by the staff of the Securities and Exchange Commission, or SEC, to allow the Adviser Subsidiary to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended.

See “Business” in our most recent Annual Report on Form 10-K for additional information about us.

Corporate Information

We are an internally-managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company, or a BDC, under the 1940 Act. Effective January 1, 2006, we elected to be treated for tax purposes as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code.

As a RIC, we generally will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (i.e., net realized long-term capital gains in excess of net realized short-term capital losses) we distribute (or are deemed to distribute) as dividends for U.S. federal income tax purposes to stockholders with respect to that taxable year. We will be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income and gains unless we make distributions treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders in respect of each calendar year subject to certain requirements as defined for RICs. See “Certain United States Federal Income Tax Considerations” in our most recent Annual Report on Form 10-K incorporated by reference herein for additional information about our tax requirements. Additionally, we have established wholly-owned subsidiaries that are not consolidated for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.

We are a Maryland corporation formed in December 2003 that began investment operations in September 2004. Our principal executive offices are located at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301, and our telephone number is (650) 289-3060.

Risk Factors

Investing in Hercules involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see “Risk Factors” beginning on page 11 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q incorporated by reference herein for a more detailed discussion of the principal risks as well as certain other risks you should carefully consider before deciding to invest in our securities.

 

   

As an internally managed BDC, we are subject to certain restrictions that may adversely affect our business and are dependent upon the availability of key management personnel for our future success. If we are not able to hire and retain qualified personnel, or if we lose any member of our senior management team, our ability to implement our business strategy could be significantly harmed.

 

   

Our business model depends (to a significant extent) upon strong referral relationships with venture capital and private equity fund sponsors, and our inability to develop or maintain these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

 

   

We operate in a highly competitive market for investment opportunities.

 

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Regulations governing our operations as a BDC may affect our ability to, and the manner in which, we raise additional capital. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired.

 

   

Our operating flexibility and financial condition could be negatively affected if we fail to qualify as a BDC or RIC.

 

   

Our executive officers and employees, through Adviser Subsidiary, are expected to manage other investment funds or accounts, including External Parties, that operate in the same or a related line of business as we do, which may result in significant conflicts of interest.

 

   

Our investments in Adviser Funds managed by our Adviser Subsidiary may create conflicts of interests.

 

   

Our revenues and results of operations relating to our Adviser Subsidiary’s business depend on the management fees and performance fees received from Adviser Funds.

 

   

Because we have substantial indebtedness, there could be increased risk in investing in our company.

 

   

There is a risk that you may not receive distributions or that our distributions may not grow over time.

 

   

We are exposed to risks associated with changes in interest rates.

 

   

The discontinuation of LIBOR may affect the value of the financial obligations to be held or issued by us that are linked to LIBOR.

 

   

Our financial results could be negatively affected if a significant portfolio investment fails to perform as expected.

 

   

Our investments may be in portfolio companies that have limited operating histories and resources.

 

   

Our investment strategy focuses on technology-related companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment.

 

   

Price declines and illiquidity in the corporate debt markets could adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.

 

   

Economic recessions or slowdowns could impair the ability of our portfolio companies to repay loans, which, in turn, could increase our non-performing assets, decrease the value of our portfolio, reduce our volume of new loans and have a material adverse effect on our results of operations.

 

   

Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.

 

   

Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution and could impair our ability to service our borrowings.

 

   

A lack of IPO or merger and acquisition opportunities may cause companies to stay in our portfolio longer, leading to lower returns, unrealized depreciation, or realized losses.

 

   

The majority of our portfolio companies will need multiple rounds of additional financing to repay their debts to us and continue operations. Our portfolio companies may not be able to raise additional financing, which could harm our investment returns.

 

   

If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses. We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

 

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An investment strategy focused on privately-held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel, and a greater vulnerability to economic downturns.

 

   

If our portfolio companies are unable to protect their intellectual property rights or are required to devote significant resources to protecting their intellectual property rights, then our investments could be harmed.

 

   

We generally will not control our portfolio companies.

 

   

The lack of liquidity in our investments may adversely affect our business and, if we need to sell any of our investments, we may not be able to do so at a favorable price.

 

   

Our warrant and equity-related investments are highly speculative, and we may not realize gains from these investments.

 

   

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

 

   

Our common stock may trade below its NAV per share, which limits our ability to raise additional equity capital.

 

   

Our common stock price has been and continues to be volatile and may decrease substantially.

 

   

The effects of the outbreak of COVID-19 have negatively affected the global economy and the United States economy, and may disrupt our operations, which could have an adverse effect on our business, financial condition and results of operations.

 

   

We may be the target of litigation.

 

   

Changes in laws or regulations governing our business could negatively affect the profitability of our operations.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition and/or operating results.

 

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OFFERINGS

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See “Risk Factors—Risks Relating to Our Securities” in our most recent Annual Report on Form 10-K as well as “Risk Factors” included in this prospectus.

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities. Set forth below is additional information regarding offerings of our securities:

 

Use of proceeds

Unless otherwise specified in a prospectus supplement or any free writing prospectus relating to an offering, we intend to use the net proceeds from selling our securities to fund investments in debt and equity securities in accordance with our investment objectives, to make acquisitions, to retire certain debt obligations and for other general corporate purposes. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds.”

 

Distributions

Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to declare and pay regular cash distributions on a quarterly basis. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors. See “Price Range of Common Stock and Distributions.”

 

Taxation

We have elected to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute each tax year as distributions for U.S. federal income tax purposes to our stockholders. To qualify for and maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described herein). See “Material U.S. Federal Income Tax Considerations.”

 

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Distribution reinvestment plan

We have adopted a dividend reinvestment plan, through which all distributions are paid to our stockholders in the form of additional shares of our common stock, unless a stockholder elects to receive cash as provided below. In this way, a stockholder can maintain an undiluted investment in our common stock and still allow us to pay out the required distributable income. See “Dividend Reinvestment Plan” below.

 

NYSE Trading Symbol

“HTGC”

 

Leverage 

We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors” and “Senior Securities”. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% after such borrowing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition, Liquidity and Capital Resources” in our most recent Annual Report on Form 10-K and “ Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition, Liquidity and Capital Resources” in our most recent Quarterly Report on Form 10-Q.

 

Available information 

We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s Internet website at http://www.sec.gov. We maintain a website on the Internet at www.htgc.com. Except for the documents incorporated by reference into this prospectus, the information on our website is not part of this prospectus. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. See “Available Information.”

 

Incorporation by reference

This prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed by us with the SEC before the date that any offering of any securities by means of this prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation by Reference.”

 

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FEES AND EXPENSES

The following table is intended to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. The footnotes to the fee table state which items are estimates. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you” or “us” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Hercules Capital, Inc.

 

Stockholder Transaction Expenses (as a percentage of the public offering price):

  

Sales load (as a percentage of offering price)(1)

     —  

Offering expenses

     —   %(2) 

Dividend reinvestment plan fees

     —   %(3) 
  

 

 

 

Total stockholder transaction expenses (as a percentage of the public offering price)

     —   %(4) 
  

 

 

 

Annual Expenses (as a percentage of net assets attributable to common stock):(5)

  

Operating expenses

     5.01 %(6)(7) 

Interest and fees paid in connection with borrowed funds

     4.92 %(8) 

Acquired fund fees and expenses

     0.01 %(10) 
  

 

 

 

Total annual expenses

     9.94 %(9) 
  

 

 

 

 

(1)

In the event that our securities are sold to or through underwriters, a corresponding prospectus supplement to this prospectus will disclose the applicable sales load.

(2)

In the event that we conduct an offering of our securities, a corresponding prospectus supplement to this prospectus will disclose the estimated offering expenses.

(3)

The expenses associated with the administration of our dividend reinvestment plan are included in “Operating expenses.” We pay all brokerage commissions incurred with respect to open market purchases, if any, made by the administrator under the plan. For more details about the plan, see “Dividend Reinvestment Plan.”

(4)

Total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus supplement, if any.

(5)

“Net assets attributable to common stock” equals the weighted average net assets for the nine months ended September 30, 2021, which is approximately $1,327.7 million.

(6)

“Operating expenses” represents our estimated operating expenses by annualizing our actual incurred for the nine months ended September 30, 2021, including all fees and expenses of our consolidated subsidiaries and excluding interests and fees on our debt.

(7)

We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals.

(8)

“Interest and fees paid in connection with borrowed funds” represents our estimated interest, fees and credit facility expenses by annualizing our actual interest, fees and credit facility expenses incurred for the nine months ended September 30, 2021.

(9)

“Total annual expenses” is the sum of “operating expenses,” “interest and fees paid in connection with borrowed funds,” and “Acquired fund fees and expenses.” “Total annual expenses” is presented as a percentage of weighted average net assets attributable to common stockholders because the holders of shares of our common stock (and not the holders of our debt securities or preferred stock, if any) bear all of our fees and expenses, including the fees and expenses of our wholly-owned consolidated subsidiaries, all of which are included in this fee table presentation.

(10)

Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds.

 

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. These amounts are based upon our payment of annual operating expenses at the levels set forth in the table above and assume no additional leverage.

 

     1 Year      3 Years      5 Years      10 Years  

You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return

   $ 97      $ 277      $ 440      $ 784  

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or lesser than those shown. Moreover, while the example assumes, as required by the applicable rules of the SEC, a 5% annual return, our performance will vary and may result in a return greater or lesser than 5%. In addition, while the example assumes reinvestment of all distributions at NAV, participants in our dividend reinvestment plan may receive shares valued at the market price in effect at that time. This price may be at, above or below NAV. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

 

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FINANCIAL HIGHLIGHTS

The financial data set forth in the following table as of and for the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 are derived from our consolidated financial statements. The financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, are derived from our consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report thereon is incorporated by reference in this prospectus. The financial data as of and for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 are derived from audited consolidated financial statements not incorporated by reference in this prospectus, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the nine months ended September 30, 2021 is derived from our unaudited consolidated financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference into this prospectus, any documents incorporated by reference in this prospectus, our most recent Annual Report on Form 10-K, or our Quarterly Reports on Form 10-Q incorporated by reference herein.

 

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    As of and for
the nine
months ended

September 30,
2021
    Year Ended December 31,  
    2020     2019     2018     2017     2016     2015     2014     2013     2012     2011  

Per share data(1):

                     

Net asset value at beginning of period

  $ 11.26     $ 10.55     $ 9.90     $ 9.96     $ 9.90     $ 9.94     $ 10.18     $ 10.51     $ 9.75     $ 9.83     $ 9.50  

Net investment income

    0.95       1.39       1.41       1.20       1.17       1.36       1.06       1.16       1.24       0.98       0.92  

Net realized gain (loss)

    0.12       (0.50     0.16       (0.12     (0.32     0.06       0.07       0.32       0.25       0.06       0.06  

Net unrealized appreciation (depreciation) on investments

    0.40       1.13       0.14       (0.23     0.11       (0.49     (0.51     (0.33     0.20       (0.09     0.11  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    1.47       2.02       1.71       0.85       0.96       0.93       0.62       1.15       1.69       0.95       1.09  

Net increase (decrease) in net assets from capital share transactions(1)

    (0.11     0.01       0.20       0.23       0.26       0.18       0.26       (0.37     0.10       (0.14     0.07  

Distributions of net investment income(6)

    (1.06     (1.03     (1.15     (1.26     (1.07     (1.14     (1.26     (1.27     (1.13     (0.98     (0.90

Distributions of capital gains(6)

    (0.09     (0.36     (0.18     —         (0.18     (0.11     —         —         —         —         —    

Stock-based compensation expense included in investment income(2)

    0.07       0.07       0.07       0.12       0.09       0.10       0.14       0.16       0.10       0.09       0.07  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value at end of period

  $ 11.54     $ 11.26     $ 10.55     $ 9.90     $ 9.96     $ 9.90     $ 9.94     $ 10.18     $ 10.51     $ 9.75     $ 9.83  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios and supplemental data:

                     

Per share market value at end of period

  $ 16.61     $ 14.42     $ 14.02     $ 11.05     $ 13.12     $ 14.11     $ 12.19     $ 14.88     $ 16.40     $ 11.13     $ 9.44  

Total return(3)

    23.05     14.31     39.36     (7.56 %)      1.47     26.87     (9.70 %)      (1.75 %)      58.49     28.28     (0.83 %) 

Shares outstanding at end of period

    115,925       114,726       107,364       96,501       84,424       79,555       72,118       64,715       61,837       52,925       43,853  

Weighted average number of common shares outstanding

    114,590       111,985       101,132       90,929       82,519       73,753       69,479       61,862       58,838       49,068       42,988  

Net assets at end of period

  $ 1,337,532     $ 1,291,704     $ 1,133,049     $ 955,444     $ 840,967     $ 787,944     $ 717,134     $ 658,864     $ 650,007     $ 515,968     $ 431,041  

Ratio of total expense to average net assets(4)

    9.93     11.30     11.95     10.73     11.37     11.25     11.55     10.97     11.06     10.28     9.61

Ratio of net investment income before investment gains and losses to average net assets(4)

    11.01     13.64     13.74     11.78     11.61     13.65     10.15     10.94     12.12     10.01     9.45

Portfolio turnover rate(5)

    33.14     32.38     31.30     38.76     49.03     36.22     46.34     56.15     56.05     N/A       N/A  

Weighted average debt outstanding

  $ 1,246,769     $ 1,309,903     $ 1,177,379     $ 826,931     $ 784,455     $ 635,365     $ 615,198     $ 535,127     $ 580,053     $ 360,857     $ 238,873  

Weighted average debt per common share

  $ 10.88     $ 11.70     $ 11.64     $ 9.09     $ 9.51     $ 8.61     $ 8.85     $ 8.65     $ 9.86     $ 7.35     $ 5.56  

 

(1)

All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase (decrease) in net assets from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

(2)

Stock option expense is a non-cash expense that has no effect on net asset value. Pursuant to ASC Topic 718, net investment income includes the expense associated with the granting of stock options which is offset by a corresponding increase in paid-in capital.

(3)

The total return for the nine months ended September 30, 2021 and the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 equals to the change in the ending market value over the beginning of the period price per share plus distributions paid per share during the period, divided by the beginning price assuming the distribution is reinvested on the date of the distribution. As such, the total return is not annualized. The total return does not reflect any sales load that must be paid by investors.

(4)

The ratios are calculated based on weighted average net assets for the relevant period and are annualized.

(5)

The portfolio turnover rate for the nine months ended September 30, 2021 and the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 equals to the lesser of investment portfolio purchases or sales during the period, divided by the average investment portfolio value during the period. As such, portfolio turnover rate is not annualized.

(6)

Includes distributions on unvested restricted stock awards.

 

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RISK FACTORS

You should carefully consider the risk factors described below, and in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and the risks discussed in the section titled “Item 1A. Risk Factors” in our Annual Report on Form 10-K, the section titled “Item 1A. Risk Factors,” which are incorporated by reference herein, in our Quarterly Reports on Form 10-Q, which are incorporated by reference herein, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with all of the other information included in this prospectus, the accompanying prospectus supplement and any documents incorporated by reference herein, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below and described in such documents are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value of our common stock and the trading price, if any, of our securities could decline, and you may lose all or part of your investment.

Investors in offerings of our common stock will likely incur immediate dilution upon the closing of such offering.

We generally expect the public offering price of any offering of shares of our common stock to be higher than the book value per share of our outstanding common stock (unless we offer shares pursuant to a rights offering or after obtaining prior approval for such issuance from our stockholders and our independent directors). Accordingly, investors purchasing shares of our common stock in offerings pursuant to this prospectus may pay a price per share that exceeds the tangible book value per share after such offering.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial. See “Risk Factors—Risks Relating to Our Securities—We have received the approval from our stockholders to issue shares of our common stock at prices below the then current NAV per share of our common stock, subject to certain limitations and with the approval from our independent directors. If we receive such approval from the independent directors, we may periodically issue shares of our common stock at a price below the then current NAV per share of common stock. Any such issuance could materially dilute your interest in our common stock and reduce our NAV per share.” in our most recent Annual Report on Form 10-K and “Sales of Common Stock Below Net Asset Value” below.

We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on first and second lien senior secured loans and mezzanine debt.

We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These

 

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securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to

pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our shares may decline.

Our stockholders may receive shares of our common stock as dividends, which could result in adverse cash flow consequences to them.

In order to satisfy the Annual Distribution Requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion could be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder would be taxed on 100% of the fair market value of the shares received as part of the dividend on the date a stockholder received it in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.

We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department. In December 2017, the U.S. House of Representatives and U.S. Senate passed tax reform legislation the Tax Cuts and Jobs Act, which the President signed into law. Such legislation has made many changes to the Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

 

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FORWARD-LOOKING STATEMENTS

The matters discussed in this prospectus, including the documents that we incorporate by reference herein, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, as well as in future oral and written statements by management of Hercules Capital, Inc., that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Important assumptions include our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital, and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this prospectus and any applicable prospectus supplement or free writing prospectus include statements as to:

 

   

our current and future management structure;

 

   

our future operating results;

 

   

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

 

   

the impact of investments that we expect to make;

 

   

our informal relationships with third parties including in the venture capital industry;

 

   

the expected market for venture capital investments and our addressable market;

 

   

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

 

   

our ability to access debt markets and equity markets;

 

   

the current and future effects of the COVID-19 pandemic on us and our portfolio companies;

 

   

the ability of our portfolio companies to achieve their objectives;

 

   

our expected financings and investments;

 

   

our regulatory structure and tax status;

 

   

our ability to operate as a BDC, a SBIC and a RIC;

 

   

the adequacy of our cash resources and working capital;

 

   

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

 

   

the timing, form and amount of any distributions;

 

   

the impact of fluctuations in interest rates on our business;

 

   

the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and

 

   

our ability to recover unrealized depreciation on investments.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this prospectus, any free writing prospectus, and the documents incorporated by reference into this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this prospectus.

 

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USE OF PROCEEDS

We intend to use the net proceeds from selling our securities to fund investments in debt and equity securities in accordance with our investment objectives, to make acquisitions, to retire certain debt obligations and for other general corporate purposes. The supplement to this prospectus or any free writing prospectus relating to an offering will more fully identify the use of proceeds from such offering.

We anticipate that substantially all of the net proceeds from any offering of our securities will be used as described above within twelve months, but in no event longer than two years. Pending such uses and investments, we will invest the net proceeds primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. Our ability to achieve our investment objective may be limited to the extent that the net proceeds of any offering, pending full investment, are held in lower yielding short-term instruments.

 

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on the NYSE under the symbol “HTGC.”

The following table sets forth the range of high and low closing sales prices of our common stock, the sales price as a percentage of NAV and the distributions declared by us for each fiscal quarter. The stock quotations are interdealer quotations and do not include markups, markdowns or commissions.

 

          Price Range     Premium/
Discount of
High Sales

Price to NAV
    Premium/
Discount of
Low Sales

Price to NAV
    Cash
Distribution

per Share(2)
 
    NAV(1)         High             Low      

2019

           

First quarter

  $ 10.26     $ 14.04     $ 11.23       36.8     9.5   $ 0.330  

Second quarter

  $ 10.59     $ 13.75     $ 12.57       29.8     18.7   $ 0.340  

Third quarter

  $ 10.38     $ 13.44     $ 12.66       29.5     22.0   $ 0.350  

Fourth quarter

  $ 10.55     $ 14.44     $ 12.98       36.9     23.0   $ 0.400  

2020

           

First quarter

  $ 9.92     $ 15.99     $ 6.81       61.2     (31.4 )%    $ 0.320  

Second quarter

  $ 10.19     $ 11.83     $ 6.64       16.1     (34.8 )%    $ 0.320  

Third quarter

  $ 10.26     $ 11.97     $ 10.02       16.7     (2.3 )%    $ 0.340  

Fourth quarter

  $ 11.26     $ 14.42     $ 11.13       28.1     (1.2 )%    $ 0.370  

2021

           

First quarter

  $ 11.36     $ 16.60     $ 14.21       45.4     25.1   $ 0.370  

Second quarter

  $ 11.71     $ 17.66     $ 15.98       50.8     36.5   $ 0.390  

Third quarter

  $ 11.54     $ 17.56     $ 16.50       52.2     43.0   $ 0.390  

Fourth quarter (through December 16, 2021)

    *     $ 18.07     $ 16.20       *       *     $ 0.400  

 

(1)

NAV per share is generally determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

Represents the dividends or distributions declared in the relevant quarter.

*

NAV has not yet been calculated for this period.

**

Cash distribution per share has not yet been determined for this period.

The last reported price for our common stock on December 16, 2021 was $16.20 per share.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. At times, our shares of common stock have traded at a premium to NAV and at times our shares of common stock have traded at a discount to the net assets attributable to those shares. It is not possible to predict whether the shares offered hereby will trade at, above, or below NAV.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K and of our Quarterly Reports on Form 10-Q are incorporated by reference herein.

 

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PORTFOLIO COMPANIES

The following tables set forth certain information as of September 30, 2021 regarding each portfolio company in which we had a debt or equity investment. Other than these investments, our only formal relationship with our portfolio companies is the offer to make available significant managerial assistance. In addition, we may have board representation or receive rights to observe the Board of Directors’ meetings of our portfolio companies.

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
   

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Debt Investments

           

Communications & Networking

1-5 Years Maturity

     

Cytracom Holdings LLC(11)(17)(18)

450 Century Parkway

Allen, TX 75013

  Senior Secured    
February
2025
 
 
  Interest rate 3-month LIBOR + 9.25% or Floor rate of 10.31%   $ 9,000     $ 8,789     $ 8,797  

Rocket Lab Global Services, LLC(14)(16)

3881 McGowen Street

Long Beach, CA 90808

  Senior Secured     June 2024     Interest rate PRIME + 4.90% or Floor rate of 8.15%, PIK Interest 1.25%, 3.25% Exit Fee   $ 88,263       87,722       87,722  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    96,511       96,519  
         

 

 

   

 

 

 

Subtotal: Communications & Networking (7.22%)*

 

    96,511       96,519  
         

 

 

   

 

 

 

Consumer & Business Products

     

1-5 Years Maturity

     

Grove Collaborative, Inc.(17)(19)

1301 Sansome Street

San Francisco, CA 94111

  Senior Secured    
April
2025
 
 
  Interest rate PRIME + 5.50% or Floor rate of 8.75%, 6.75% Exit Fee   $ 19,600       19,177       19,177  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    19,177       19,177  
         

 

 

   

 

 

 

Subtotal: Consumer & Business Products (1.43%)*

 

    19,177       19,177  
         

 

 

   

 

 

 

Diversified Financial Services

           

Under 1 Year Maturity

           

Newfront(9)

55 2nd Street, Floor 18

San Francisco, CA 94105

  Convertible Debt    
August
2022
 
 
  PIK Interest 0.19%   $ 403       402       403  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    402       403  
         

 

 

   

 

 

 

1-5 Years Maturity

           

Gibraltar Business Capital, LLC(7)

400 Skokie Blvd #375

Northbrook, IL 60062

  Unsecured    
September
2026
 
 
  Interest rate FIXED 14.50%   $ 15,000       14,651       13,957  
    Unsecured   September
2026
    Interest rate FIXED 11.50%   $10,000     9,815     9,446  
       

 

 

   

 

 

   

 

 

 

Total Gibraltar Business Capital, LLC

  $ 25,000       24,466       23,403  

Hercules Adviser LLC(7)

400 Hamilton Avenue,

Suite 310

Palo Alto, CA 94301

  Unsecured     May 2023     Interest rate FIXED 5.00%   $ 6,100       6,100       6,100  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    30,566       29,503  
         

 

 

   

 

 

 

Subtotal: Diversified Financial Services (2.24%)*

 

    30,968       29,906  
         

 

 

   

 

 

 

 

17


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
   

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Drug Delivery

           

1-5 Years Maturity

           

Antares Pharma Inc. (10)(11)

100 Princeton South Suite 300

Ewing, NJ 08628

  Senior Secured     July 2024     Interest rate PRIME + 4.50% or Floor rate of 8.50%, 4.03% Exit Fee   $ 20,000     $ 20,671     $ 20,765  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    20,671       20,765  
         

 

 

   

 

 

 

Subtotal: Drug Delivery (1.55%)*

 

    20,671       20,765  
         

 

 

   

 

 

 

Drug Discovery & Development

           

Under 1 Year Maturity

           

Mesoblast (5)(10)(11)(13)

55 Collins Street

Melbourne, Victoria, Australia 3000

  Senior Secured    
March
2022
 
 
  Interest rate PRIME + 4.95% or Floor rate of 9.70%, 9.40% Exit Fee   $ 50,000       54,310       54,310  

Petros Pharmaceuticals, Inc. (p.k.a.

Metuchen Pharmaceuticals LLC)

11 Commerce Drive

Cranford, NJ 07016

  Senior Secured    
December
2021
 
 
  Interest rate PRIME + 7.25% or Floor rate of 11.50%, 3.05% Exit Fee   $ 1,741       1,740       1,740  

TG Therapeutics, Inc.(10)(13)

787 Seventh Avenue

New York, NY 10019

  Senior Secured    
March
2022
 
 
  Interest rate PRIME + 4.75% or Floor rate of 10.25%, 3.25% Exit Fee   $ 15,410       16,298       16,298  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    72,348       72,348  
         

 

 

   

 

 

 

1-5 Years Maturity

           

Albireo Pharma, Inc.(10)(11)(17)

50 Milk Street

Boston, MA 02109

  Senior Secured     July 2024     Interest rate PRIME + 5.90% or Floor rate of 9.15%, 6.95% Exit Fee   $ 10,000       10,177       10,268  

Aldeyra Therapeutics, Inc.(11)

131 Hartwell Ave

Lexington, MA 02421

  Senior Secured    
October
2023
 
 
  Interest rate PRIME + 3.10% or Floor rate of 8.60%, 6.95% Exit Fee   $ 15,000       15,579       15,773  

Applied Genetic Technologies Corporation(11)

14193 Northwest 119th Terrace Alachua,

FL 32615

  Senior Secured    
April
2024
 
 
  Interest rate PRIME + 6.50% or Floor rate of 9.75%, 6.95% Exit Fee   $ 20,000       20,241       20,238  

Aveo Pharmaceuticals, Inc.(11)(15)

30 Winter Street

Boston, MA 02108

  Senior Secured    
September
2023
 
 
  Interest rate PRIME + 6.40% or Floor rate of 9.65%, 6.95% Exit Fee   $ 35,000       35,603       35,214  

Axsome Therapeutics, Inc.(10)(13)

22 Courtlandt St.

New York, NY 10007

  Senior Secured    
October
2025
 
 
  Interest rate PRIME + 5.90% or Floor rate of 9.15%, 5.82% Exit Fee   $ 50,000       49,627       51,618  

Bicycle Therapeutics PLC(5)(10)(11)

Meditrina Building, B900

Cambridge, UK CB22 3AT

  Senior Secured    
October
2024
 
 
  Interest rate PRIME + 5.60% or Floor rate of 8.85%, 5.00% Exit Fee   $ 24,000       24,182       24,153  

BiomX, INC (5)(10)

7 Pinhas Sapir St., 2nd Floor

Ness Ziona, Israel 7403635

  Senior Secured    
September
2025
 
 
  Interest rate PRIME + 5.70% or Floor rate of 8.95%, 6.55% Exit Fee   $ 9,000       8,927       8,927  

BridgeBio Pharma LLC(12)(13)(16)(17)

421 Kipling Street

Palo Alto, CA 94301

  Senior Secured     May 2025     Interest rate PRIME + 4.40% or Floor rate of 7.65%, 5.54% Exit Fee   $ 100,000       103,238       104,680  

Century Therapeutics(11)

3675 Market Street

Philadelphia, PA 19104

  Senior Secured    
April
2024
 
 
  Interest rate PRIME + 6.30% or Floor rate of 9.55%, 3.95% Exit Fee   $ 10,000       10,028       10,397  

Chemocentryx, Inc.(10)(11)

850 Maude Avenue

Mountain View, CA 94043

  Senior Secured    
December
2022
 
 
  Interest rate PRIME + 3.30% or Floor rate of 8.05%, 6.25% Exit Fee   $ 18,951       19,958       19,955  

 

18


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
 

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  
    Senior
Secured
  February
2024
  Interest rate PRIME + 3.25%
or Floor rate of 8.50%, 7.15%
Exit Fee
  $ 5,000     $5,130     $5,131  
       

 

 

   

 

 

   

 

 

 

Total Chemocentryx, Inc.

  $ 23,951       25,088       25,086  

Codiak Biosciences, Inc.(11)(17)

500 Technology Square

Cambridge, MA 02139

  Senior Secured   October
2025
  Interest rate PRIME + 5.00% or Floor rate of 8.25%, 5.50% Exit Fee   $ 25,000       25,404       25,374  

Corium, Inc.(16)

4558 50th Street,

SE Grand Rapids, MI 49512

  Senior Secured   September
2026
  Interest rate PRIME + 5.70% or Floor rate of 8.95%, 7.75% Exit Fee   $ 91,500       90,618       90,618  

Eloxx Pharmaceuticals, Inc.(15)

480 Arsenal Way, Suite 130

Watertown, MA 02472

  Senior Secured   April
2025
  Interest rate PRIME + 6.25% or Floor rate of 9.50%, 6.55% Exit Fee   $ 12,500       12,360       12,360  

G1 Therapeutics, Inc.(10)(11)(17)

700 Park Offices Drive

Research Triangle Park, NC 27709

  Senior Secured   June 2025   Interest rate PRIME + 6.20% or Floor rate of 9.45%, 6.95% Exit Fee   $ 26,000       26,341       26,524  

Geron Corporation(10)(13)

149 Commonwealth Drive

Menlo Park, CA 94025

  Senior Secured   October
2024
  Interest rate PRIME + 5.75% or Floor rate of 9.00%, 6.55% Exit Fee   $ 22,750       22,913       22,933  

Hibercell, Inc.(15)

619 West 54th Street

New York, NY 10019

  Senior Secured   May 2025   Interest rate PRIME + 5.40% or Floor rate of 8.65%, 4.95% Exit Fee   $ 17,000       16,968       16,968  

Humanigen, Inc.(9)(10)

533 Airport Boulevard

Burlingame, CA 94010

  Senior Secured   March
2025
  Interest rate PRIME + 5.50% or Floor rate of 8.75%, 6.75% Exit Fee   $ 20,000       20,126       19,957  

Kaleido Biosciences, Inc.(13)

65 Hayden Avenue

Lexington, MA 02421

  Senior Secured   January
2024
  Interest rate PRIME + 6.10% or Floor rate of 9.35%, 7.55% Exit Fee   $ 22,500       23,351       23,371  

Locus Biosciences(15)

523 Davis Drive, Suite 350

Morrisville, NC 27709

  Senior Secured   July 2025   Interest rate PRIME + 6.10% or Floor rate of 9.35%, 4.95% Exit Fee   $ 8,000       7,938       7,896  

Nabriva Therapeutics(5)(10)

25-28 North Wall Quay

IFSC, Dublin 1, Ireland

  Senior Secured   June 2023   Interest rate PRIME + 4.30% or Floor rate of 9.80%, 6.95% Exit Fee   $ 5,000       5,444       5,418  

Phathom Pharmaceuticals, Inc.(10)(15)(16)

100 Campus Drive, Suite 102

Florham Park, NJ 07932

  Senior Secured   October
2026
  Interest rate PRIME + 2.25% or Floor rate of 5.50%, PIK Interest 3.35%, 7.50% Exit Fee   $ 86,500       85,035       85,035  

Scynexis, Inc.

101 Hudson Street, Suite 3610

Jersey City, NJ 07302

  Senior Secured   March
2025
  Interest rate PRIME + 5.80% or Floor rate of 9.05%, 3.95% Exit Fee   $ 16,000       15,765       15,765  

Seres Therapeutics, Inc.(11)

215 First St Cambridge,

MA 02142

  Senior Secured   November
2023
  Interest rate PRIME + 4.40% or Floor rate of 9.65%, 4.85% Exit Fee   $ 25,000       25,598       26,265  

Syndax Pharmaceutics Inc.(13)

35 Gatehouse Drive

Waltham, MA 02451

  Senior Secured   September
2023
  Interest rate PRIME + 5.10% or Floor rate of 9.85%, 4.99% Exit Fee   $ 20,000       20,538       20,872  

uniQure B.V.(5)(10)(11)(13)(16)(17)

Paasheuvelweg 25a

1105 BP

Amsterdam, Netherlands

  Senior Secured   June 2023   Interest rate PRIME + 3.35% or Floor rate of 8.85%, 4.95% Exit Fee   $ 35,000       35,975       36,345  
  Senior Secured   June 2023   Interest rate PRIME + 5.00% or Floor rate of 8.25%, 1.65% Exit Fee   $ 35,000       35,354       35,698  
       

 

 

   

 

 

   

 

 

 

Total uniQure B.V.

  $ 70,000       71,329       72,043  

 

19


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
   

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Unity Biotechnology, Inc.(10)(11)

3280 Bayshore Blvd

Brisbane, CA 94005

  Senior Secured    
August
2024
 
 
  Interest rate PRIME + 6.10% or Floor rate of 9.35%, 6.25% Exit Fee   $ 25,000     $ 25,346     $ 25,921  

Valo Health, LLC (p.k.a. Integral Health Holdings, LLC)(11)

399 Boylston Street

Boston, MA 02116

  Senior Secured     May 2024     Interest rate PRIME + 6.45% or Floor rate of 9.70%, 3.85% Exit Fee   $ 11,500       11,481       11,537  

X4 Pharmaceuticals, Inc.(11)(13)

955 Massachusetts Ave

Cambridge, MA 02139

  Senior Secured     July 2024     Interest rate PRIME + 3.75% or Floor rate of 8.75%, 8.80% Exit Fee   $ 32,500       33,870       34,177  

Yumanity Therapeutics, Inc.(11)

790 Memorial Drive Suite 2C

Cambridge, MA 02139

  Senior Secured    
January
2024
 
 
  Interest rate PRIME + 4.00% or Floor rate of 8.75%, 5.92% Exit Fee   $ 14,106       14,542       14,588  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    857,657       863,976  
         

 

 

   

 

 

 

Subtotal: Drug Discovery & Development (70.00%)*

 

    930,005       936,324  
         

 

 

   

 

 

 

Healthcare Services, Other

 

   

1-5 Years Maturity

 

   

Carbon Health Technologies, Inc.(13)(17)(19)

55 Pacific Avenue, Suite 100

San Francisco, CA 94111

  Senior Secured    
March
2025
 
 
  Interest rate PRIME + 5.60% or Floor rate of 8.85%, 3.95% Exit Fee   $ 11,250       11,241       11,258  

Equality Health, LLC (13)(14)(17)

521 S. 3rd St.

Phoenix, AZ 85004

  Senior Secured    
February
2026
 
 
  Interest rate PRIME + 6.25% or Floor rate of 9.50%, PIK Interest 1.55%   $ 35,306       34,984       35,075  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    46,225       46,333  
         

 

 

   

 

 

 

Subtotal: Healthcare Services, Other (3.46%)*

 

    46,225       46,333  
         

 

 

   

 

 

 

Information Services

           

Under 1 Year Maturity

           

Planet Labs, Inc. (11)

490 2nd Street

San Francisco, CA 94107

  Senior Secured     June 2022     Interest rate PRIME + 5.50% or Floor rate of 11.00%, 3.00% Exit Fee   $ 25,000       25,317       25,317  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    25,317       25,317  
         

 

 

   

 

 

 

1-5 Years Maturity

           

Yipit, LLC (17)(18)

22 West 19th Street

New York, NY 10011

  Senior Secured    
September
2026
 
 
  Interest rate 1-month LIBOR + 9.08% or Floor rate of 10.08%   $ 45,900       44,984       44,984  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    44,984       44,984  
         

 

 

   

 

 

 

Subtotal: Information Services (5.26%)*

 

    70,301       70,301  
         

 

 

   

 

 

 

Internet Consumer & Business Services

         

Under 1 Year Maturity

           

Nextroll, Inc. (13)(14)(19)

2300 Harrison Street

San Francisco, CA 94110

  Senior Secured     June 2022     Interest rate PRIME + 3.75%
or Floor rate of 7.00%, PIK Interest 2.95%, 3.50% Exit Fee
  $ 21,395       21,950       21,950  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    21,950       21,950  
         

 

 

   

 

 

 

1-5 Years Maturity

           

AppDirect, Inc. (11)(17)

650 California Street

San Francisco, CA 92108

  Senior Secured    
August
2024
 
 
  Interest rate PRIME + 5.90%
or Floor rate of 9.15%, 7.95%
Exit Fee
  $ 30,790       31,230       32,253  

ePayPolicy Holdings, LLC (11)(17)

1120 S. Capital of Texas Hwy

Austin, TX 78746

  Senior Secured    
December
2024
 
 
  Interest rate 3-month LIBOR
+ 8.50% or Floor rate of
9.50%
  $ 8,169       7,999       8,129  

EverFi, Inc.(13)(14)(16)

3299 K St NW

Washington, D.C., DC 20007

  Senior Secured     May 2022     Interest rate PRIME + 3.90%
or Floor rate of 9.15%, PIK
Interest 1.50%
  $ 85,564       85,210       85,210  

Houzz, Inc. (9)(14)

540 Bryant Street

Palo Alto, CA 94301

  Convertible Debt     May 2028     PIK Interest 5.50%   $ 20,390       20,390       20,390  

 

20


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
 

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Landing Holdings Inc. (14)(15)

535 Mission Street

San Francisco, CA 94105

  Senior Secured   March
2023
  Interest rate PRIME + 6.00% or Floor rate of 9.25%, PIK Interest 2.55%   $ 10,127     $ 9,974     $ 10,431  

Rhino Labs, Inc. (14)(15)(17)

99 Wall Street

New York, NY 10005

  Senior Secured   March
2024
  Interest rate PRIME + 5.50% or Floor rate of 8.75%, PIK Interest 2.25%   $ 8,089       7,913       7,995  

SeatGeek, Inc. (14)

902 Broadway

New York, NY 10013

  Senior Secured   June 2023   Interest rate PRIME + 5.00% or Floor rate of 10.50%, PIK Interest 0.50%   $ 60,531       59,805       59,902  

Skyword, Inc.(14)

38 Chauncy Street

Boston, MA 02109

  Senior Secured   September
2024
  Interest rate PRIME + 3.88% or Floor rate of 9.38%, PIK Interest 1.90%, 4.00% Exit Fee   $ 12,367       12,568       12,487  

Tectura Corporation(7)(8)(14)

951 Old County Road

Belmont, CA 94002

  Senior Secured   July 2024   PIK Interest 5.00%   $ 10,680       240       —    
  Senior Secured   July 2024   Interest rate FIXED 8.25%   $ 8,250       8,250       8,250  
  Senior Secured   July 2024   PIK Interest 5.00%   $ 13,023       13,023       44  
       

 

 

   

 

 

   

 

 

 

Total Tectura Corporation

  $ 31,953       21,513       8,294  

Thumbtack, Inc.(13)(14)

1001 Page Street

San Francisco, CA 94117

  Senior Secured   September
2023
  Interest rate PRIME + 3.45% or Floor rate of 8.95%, PIK Interest 1.50%, 3.95% Exit Fee   $ 25,521       25,741       26,362  

Zepz (p.k.a. Worldremit Group Limited)(5)(10)(16)(19)

Kensington Centre

66 Hammersmith Road

London, England W14 8UD

  Senior Secured   February
2025
  Interest rate 3-month LIBOR + 9.25% or Floor rate of 10.25%, 3.00% Exit Fee   $ 103,000       101,381       101,131  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    383,724       372,584  
         

 

 

   

 

 

 

Subtotal: Internet Consumer & Business Services (29.50%)*

 

    405,674       394,534  
         

 

 

   

 

 

 

Manufacturing Technology

           

1-5 Years Maturity

           

Velo3d, Inc.(19)

511 Division Street

Campbell, CA 95008

  Senior Secured   October
2023
  Interest rate PRIME + 5.75% or Floor rate of 9.00%, 3.00% Exit Fee   $ 7,143       7,199       7,199  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    7,199       7,199  
         

 

 

   

 

 

 

Subtotal: Manufacturing Technology (0.54%)*

 

    7,199       7,199  
         

 

 

   

 

 

 

Medical Devices & Equipment

           

Under 1 Year Maturity

           

Quanterix Corporation(11)

900 Middlesex Turnpike

Billerica, MA 01821

  Senior Secured   October
2021
  Interest rate PRIME + 2.75% or Floor rate of 8.00%, 0.96% Exit Fee   $ 1,943       1,993       1,993  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    1,993       1,993  
         

 

 

   

 

 

 

Subtotal: Medical Devices & Equipment (0.15%)*

 

    1,993       1,993  
         

 

 

   

 

 

 

Software

           

Under 1 Year Maturity

           

Regent Education(8)(14)

47 E. South Street Suite 201

Frederick, MD 21701

  Senior Secured   January
2022
  Interest rate FIXED 10.00%, PIK Interest 2.00%, 7.94% Exit Fee   $ 3,029       3,142       1,106  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

      3,142       1,106  
         

 

 

   

 

 

 

1-5 Years Maturity

           

3GTMS, LLC. (11)(17)(18)

4 Armstrong Rd

Shelton, CT 06484

  Senior Secured   February
2025
  Interest rate 6-Month LIBOR + 9.28% or Floor rate of 10.28%   $ 10,000       9,799       9,990  

 

21


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
 

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Bitsight Technologies, Inc.(13)(17)(19)

100 Cambridge Park Drive

Cambridge, MA 02140

  Senior Secured   November
2025
  Interest rate PRIME + 6.75% or Floor rate of 10.00%, 3.50% Exit Fee   $ 12,500     $ 12,377     $ 13,190  

Businessolver.com, Inc.(11)(17)

1025 Ashworth Road

West Des Moines, IA 50265

  Senior Secured   May 2023   Interest rate 6-month LIBOR + 7.50% or Floor rate of 8.50%   $ 41,197       40,821       41,176  

Campaign Monitor Limited(11)(19)

9 Lea Ave Nashville,

TN 37210

  Senior Secured   November
2025
  Interest rate 6-month LIBOR + 8.90% or Floor rate of 9.90%   $ 33,000       32,430       33,000  

Ceros, LLC(17)(18)

40 West 25th Street

New York, NY 10010

  Senior Secured   September
2026
  Interest rate 3-month LIBOR + 8.89% or Floor rate of 9.89%   $ 17,978       17,452       17,452  

Clarabridge, Inc.(12)(13)(14)(17)

11400 Commerce Park Drive,

Suite 500 Reston,

VA 20191

  Senior Secured   May 2024   Interest rate PRIME + 5.30% or Floor rate of 8.55%, PIK Interest 2.25%   $ 56,787       56,416       57,356  

Cloud 9 Software(13)

10 Mansell Court East Roswell,

GA 30076

  Senior Secured   April
2024
  Interest rate 3-month LIBOR + 8.20% or Floor rate of 9.20%   $ 9,953       9,846       9,953  

CloudBolt Software Inc.(11)(19)

51 Monroe Street

Rockville, MD 20850

  Senior Secured   October
2024
  Interest rate PRIME + 6.70% or Floor rate of 9.95%, 2.95% Exit Fee   $ 10,000       9,877       10,075  

Cybermaxx Intermediate Holdings, Inc.(17)

2115 Yeaman Place

Nashville, TN 37206

  Senior Secured   August
2026
  Interest rate 6-month LIBOR + 9.28% or Floor rate of 10.28%   $ 8,000       7,792       7,792  

Dashlane, Inc.(11)(14)(17)(19)

44 West 18th Street

New York, NY 10011

  Senior Secured   July 2025   Interest rate PRIME + 3.05% or Floor rate of 7.55%, PIK Interest 1.10%, 7.10% Exit Fee   $ 20,661       21,614       21,614  

Delphix Corp.(13)(19)

1400A Seaport Blvd #200

Redwood City, CA

  Senior Secured   February
2023
  Interest rate PRIME + 5.50% or Floor rate of 10.25%, 5.00% Exit Fee   $ 60,000       61,258       62,345  

Demandbase, Inc.(17)(19)

680 Folsom Street

San Francisco, CA 94107

  Senior Secured   August
2025
  Interest rate PRIME + 5.25% or Floor rate of 8.50%, 2.00% Exit Fee   $ 16,875       16,365       16,365  

Enmark Systems(17)(18)

3520 Green CT, Suite 100

Ann Arbor, MI 48105

  Senior Secured   September
2026
  Interest rate 6-Month Libor LIBOR + 6.83% or Floor rate of 7.83%, PIK Interest 2.19%   $ 8,000       7,789       7,789  

Esentire, Inc.(5)(10)(18)

278 Pinebush Road, Suite 200

Cambridge, Canada N3C 4E8

  Senior Secured   May 2024   Interest rate 3-month LIBOR + 9.96% or Floor rate of 10.96%   $ 21,000       20,671       20,671  

Gryphon Networks Corp.(17)

711 Atlantic Avenue, Suite 124

Boston, MA 02111

  Senior Secured   January
2026
  Interest rate 3-month LIBOR + 9.69% or Floor rate of 10.69%   $ 5,232       5,099       5,152  

Ikon Science Limited(5)(10)(11)(17)(18)

1 The Crescent

London, UK KT6 4BN

  Senior Secured   October
2024
  Interest rate 3-month LIBOR + 9.00% or Floor rate of 10.00%   $ 7,000       6,791       7,000  

Jolt Software, Inc.(14)

877 East 1200 South

Orem, UT 84097

  Senior Secured   October
2022
  Interest rate PRIME + 3.00% or Floor rate of 8.50%, PIK Interest 1.75%, 4.50% Exit Fee   $ 7,741       7,929       7,986  

Kazoo, Inc. (p.k.a. YouEarnedIt, Inc.)(11)(18)

206 East 9th Street, Floor 18

Austin, TX 78701

  Senior Secured   July 2023   Interest rate 3-month LIBOR + 10.14% or Floor rate of 11.14%   $ 8,628       8,433       8,459  

Khoros (p.k.a Lithium Technologies)(11)(17)

225 Bush St.

San Francisco, CA 94111

  Senior Secured   October
2022
  Interest rate 6-month LIBOR + 8.00% or Floor rate of 9.00%   $ 55,000       54,507       55,000  

Logicworks(13)(17)

155 Avenue of the Americas

New York, NY 10013

  Senior Secured   January
2024
  Interest rate PRIME + 7.50% or Floor rate of 10.75%   $ 10,000       9,846       10,031  

 

22


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

 

Type of
Investment(1)

  Maturity
Date
 

Interest Rate and Floor(2)

  Principal
Amount
    Cost(3)     Value(4)  

Mixpanel, Inc.(14)(19)

One Front Street

San Francisco, CA 94111

  Senior Secured   August
2024
  Interest rate PRIME + 4.70% or Floor rate of 7.95%, PIK Interest 1.80%, 3.00% Exit Fee   $ 20,339     $ 20,189     $ 21,065  

Mobile Solutions Services(11)(17)(18)

10731 E. Easter Ave

Centennial, CO 80112

  Senior Secured   December
2025
  Interest rate 6-month LIBOR + 9.87% or Floor rate of 10.87%   $ 18,933       18,408       18,910  

Nuvolo Technologies Corporation(13)(19)

115 W Century Rd

Paramus, NJ 07652

  Senior Secured   July 2025   Interest rate PRIME + 7.70% or Floor rate of 10.95%, 1.75% Exit Fee   $ 15,000       14,943       15,049  

Pollen, Inc.(14)(15)

2000 Shawnee Mission Parkway

Mission Woods, KS 66205

  Senior Secured   November
2023
  Interest rate PRIME + 4.75% or Floor rate of 8.00%, PIK Interest 0.50%, 4.50% Exit Fee   $ 20,448       20,374       20,195  

Pymetrics, Inc (14)

102 Madison Avenue

New York, NY 10016

  Senior Secured   October
2022
  Interest rate PRIME + 5.50% or Floor rate of 8.75%, PIK Interest 1.75%, 4.00% Exit Fee   $ 9,624       9,732       9,856  

Reltio, Inc.(13)(14)(19)

100 Marine Parkway

Redwood Shores, CA 94065

  Senior Secured   July 2023   Interest rate PRIME + 5.70% or Floor rate of 8.95%, PIK Interest 1.70%, 4.95% Exit Fee   $ 10,204       10,231       10,527  

Tact.ai Technologies, Inc.(11)(14)

2400 Broadway Street

Redwood City, CA 94063

  Senior Secured   February
2024
  Interest rate PRIME + 4.00% or Floor rate of 8.75%, PIK Interest 2.00%, 5.50% Exit Fee   $ 5,159       5,248       5,210  

ThreatConnect, Inc.(13)(17)(18)

3865 Wilson Blvd Arlington,

VA 22203

  Senior Secured   May 2026   Interest rate 3-month LIBOR + 9.00% or Floor rate of 10.00%   $ 11,172       10,844       10,844  

Udacity, Inc.(14)(17)

2440 W El Camino Real

Mountain View, CA 94040

  Senior Secured   September
2024
  Interest rate PRIME + 4.50% or Floor rate of 7.75%, PIK Interest 2.00%, 3.00% Exit Fee   $ 35,669       35,502       36,767  

Zimperium, Inc.(18)

560 Mission Street

San Francisco, CA 94105

  Senior Secured   July 2024   Interest rate 1-month LIBOR + 8.95% or Floor rate of 9.95%   $ 15,673       15,361       15,361  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    577,944       586,180  
         

 

 

   

 

 

 

Greater than 5 Years Maturity

           

Imperva, Inc.(19)

One Curiosity Way, Suite 203

San Matero, CA 94403

  Senior Secured   January
2027
  Interest rate 3-month LIBOR + 7.75% or Floor rate of 8.75%   $ 20,000       19,845       20,200  
         

 

 

   

 

 

 

Subtotal: Greater than 5 Years Maturity

 

    19,845       20,200  
         

 

 

   

 

 

 

Subtotal: Software (45.42%)*

 

    600,931       607,486  
         

 

 

   

 

 

 

Sustainable and Renewable Technology

           

Under 1 Year Maturity

           

Impossible Foods, Inc.(12)(13)

525 Chesapeake Drive

Redwood City, CA 94063

  Senior Secured   July 2022   Interest rate PRIME + 3.95% or Floor rate of 8.95%, 9.00% Exit Fee   $ 21,188       25,385       25,385  

Pineapple Energy LLC(6)(9)(14)(17)

315 Lake Street East

Wayzata, MN 55391

  Senior Secured   January
2022
  Interest rate FIXED 10.00%   $ 120       120       120  
         

 

 

   

 

 

 

Subtotal: Under 1 Year Maturity

 

    25,505       25,505  
         

 

 

   

 

 

 

1-5 Years Maturity

           

Pineapple Energy LLC(6)(8)(9)(14)(17)

315 Lake Street East

Wayzata, MN 55391

  Senior Secured   December
2023
  PIK Interest 10.00%   $ 7,500       7,500       7,500  
         

 

 

   

 

 

 

Subtotal: 1-5 Years Maturity

 

    7,500       7,500  
         

 

 

   

 

 

 

Subtotal: Sustainable and Renewable Technology (2.47%)*

 

    33,005       33,005  
         

 

 

   

 

 

 

Total: Debt Investments (169.23%)*

 

  $ 2,262,660     $ 2,263,542  
         

 

 

   

 

 

 

 

23


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Equity Investments

               

Communications & Networking

               

Peerless Network Holdings, Inc.

222 South Riverside Plaza

Chicago, IL 60606

    3.58   Communications & Networking   Equity   Common Stock   April 11, 2008     3,328     $ —       $ 8  
    Communications & Networking   Equity   Preferred Series A   April 11, 2008     1,135,000       1,230       4,322  
           

 

 

   

 

 

   

 

 

 

Total Peerless Network Holdings, Inc.

    1,138,328       1,230       4,330  
           

 

 

   

 

 

   

 

 

 

Subtotal: Communications & Networking (0.32%)*

 

    1,230       4,330  
             

 

 

   

 

 

 

Consumer & Business Products

               

TechStyle, Inc. (p.k.a. Just Fabulous, Inc.)

2301 Rosecrans Avenue

El Segundo, CA 90245

    0.49   Consumer & Business Products   Equity   Common Stock   April 30, 2010     42,989       128       373  
             

 

 

   

 

 

 

Subtotal: Consumer & Business Products (0.03%)*

 

    128       373  
             

 

 

   

 

 

 

Diversified Financial Services

               

Gibraltar Business Capital, LLC(7)

400 Skokie Blvd #375

Northbrook, IL 60062

 

 

100.00

 

Diversified Financial Services

 

Equity

 

Common Stock

 

March 1, 2018

 

 

830,000

 

 

 

1,884

 

 

 

1,166

 

    Diversified Financial Services   Equity   Preferred Series A   March 1, 2018     10,602,752       26,122       16,168  
           

 

 

   

 

 

   

 

 

 

Total Gibraltar Business Capital, LLC

    11,432,752       28,006       17,334  
           

 

 

   

 

 

   

 

 

 

Hercules Adviser LLC (7)

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

    100.00   Diversified Financial Services   Equity   Member Units   May 26, 2020       35       10,704  
             

 

 

   

 

 

 

Subtotal: Diversified Financial Services (2.10%)*

 

    28,041       28,038  
             

 

 

   

 

 

 

Drug Delivery

               

AcelRx Pharmaceuticals, Inc.(4)

351 Galveston Drive

Redwood City, CA 94063

    0.15   Drug Delivery   Equity   Common Stock   June 29, 2011     17 6,730       1,329       180  

Aytu BioScience, Inc. (p.k.a. Neos Therapeutics, Inc.)(4)

2940 N. Highway 360, Suite 100 Grand Prarie, TX 75050

 

 

0.05

 

Drug Delivery

 

Equity

 

Common Stock

 

March 28, 2014

 

 

13,600

 

 

 

1,500

 

 

 

39

 

BioQ Pharma Incorporated

185 Berry Street, Suite 160

San Francisco, CA 94107

    1.77   Drug Delivery   Equity   Preferred Series D   December 8, 2015     165,000       500       173  

Kaleo, Inc.

111 Virginia Street

Richmond, VA 23219

    0.46   Drug Delivery   Equity   Preferred Series B   May 24, 2012     82,500       1,007       2,340  

PDS Biotechnology Corporation (p.k.a. Edge Therapeutics, Inc.)(4)

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

 

 

 

 

0.02

 

 

 

Drug Delivery

 

 

Equity

 

 

Common Stock

 

 

November 7, 2014

 

 

 

 

2,498

 

 

 

 

 

 

309

 

 

 

 

 

 

37

 

 

             

 

 

   

 

 

 

Subtotal: Drug Delivery (0.21%)*

 

    4,645       2,769  
             

 

 

   

 

 

 

Drug Discovery & Development

               

Albireo Pharma, Inc.(4)(10)

50 Milk Street

Boston, MA 02109

    0.16   Drug Discovery & Development   Equity   Common Stock   September 14, 2020     25,000       1,000       780  

 

24


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Applied Molecular
Transport(4)(10)

1 Tower Place, Suite 850

San Francisco, CA 94080

 

 

0.00

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

April 6, 2021

 

 

1,000

 

 

$

42

 

 

$

26

 

Aveo Pharmaceuticals, Inc.(4)

30 Winter Street

Boston, MA 02108

    0.55   Drug Discovery & Development   Equity   Common Stock   July 31, 2011     190,179       1,715       1,174  

Bicycle Therapeutics
PLC(4)(5)(10)

Meditrina Building, B900

Cambridge, UK CB22 3AT

 

 

0.41

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

October 5, 2020

 

 

98,100

 

 

 

1,871

 

 

 

4,080

 

BridgeBio Pharma LLC(4)(16)

421 Kipling Street

Palo Alto, CA 94301

    0.15   Drug Discovery & Development   Equity   Common Stock   June 21, 2018     231,329       2,255       10,843  

Avalo Therapeutics, Inc. (p.k.a. Cerecor, Inc.)(4)

400 E Pratt Street, Suite 606

Baltimore, MD 21202

    0.12   Drug Discovery & Development   Equity   Common Stock   August 19, 2014     119,087       1,000       260  

Chemocentryx, Inc.(4)(10)

850 Maude Avenue

Mountain View, CA 94043

    0.02   Drug Discovery & Development   Equity   Common Stock   June 15, 2020     17,241       1,000       295  

Concert Pharmaceuticals, Inc.(4)(10)

99 Hayden Avenue, Suite 100

Lexington, MA 02421

    0.41   Drug Discovery & Development   Equity   Common Stock   February 13, 2014     70,796       1,367       231  

Dare Biosciences, Inc.(4)

11119 N Torrey Pines Road

La Jolla, CA 92037

    0.02   Drug Discovery & Development   Equity   Common Stock   January 8, 2015     13,550       1,000       23  

Dynavax Technologies(4)(10)

2929 Seventh Street, Suite 100

Berkeley, CA 94710

    0.02   Drug Discovery & Development   Equity   Common Stock   July 22, 2015     20,000       550       384  

Genocea Biosciences, Inc.(4)

161 First Street, Suite 2C

Cambridge, MA 02142

    0.12   Drug Discovery & Development   Equity   Common Stock   November 20, 2014     27,933       2,000       54  

Hibercell, Inc.(15)

619 West 54th Street

New York, NY 10019

    1.14   Drug Discovery & Development   Equity   Preferred Series B   May 7, 2021     3,466,840       4,250       4,252  

Humanigen, Inc.(4)(10)

533 Airport Boulevard

Burlingame, CA 94010

    0.07   Drug Discovery & Development   Equity   Common Stock   March 31, 2021     43,243       800       256  

Kaleido Biosciences, Inc.(4)

65 Hayden Avenue

Lexington, MA 02421

    0.20   Drug Discovery & Development   Equity   Common Stock   February 10, 2021     86,585       1,000       473  

Paratek Pharmaceuticals,
Inc.(4)

75 Park Plaza

Boston, MA 02116

 

 

1.14

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

February 26, 2007

 

 

76,362

 

 

 

2,744

 

 

 

372

 

Rocket Pharmaceuticals,
Ltd.(4)

The Empire State Building,

350 Fifth Avenue

New York, NY 10118

 

 

0.00

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

August 22, 2007

 

 

944

 

 

 

1,500

 

 

 

28

 

Savara, Inc.(4)

900 S. Capital of Texas Highway,

Suite 150

Austin, TX 78746

    0.01   Drug Discovery & Development   Equity   Common Stock   August 11, 2015     11,119       203       15  

Sio Gene Therapies, Inc. (p.k.a. Axovant Gene Therapies Ltd.)(4)(10)

11 Times Square

New York, NY 10036

 

 

 

 

0.02

 

 

 

Drug Discovery & Development

 

 

Equity

 

 

Common Stock

 

 

February 2, 2017

 

 

 

 

16,228

 

 

 

 

 

 

1,269

 

 

 

 

 

 

35

 

 

 

25


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Tricida, Inc.(4)

7000 Shoreline Court

South San Francisco, CA 94080

    0.20   Drug Discovery & Development   Equity   Common Stock   February 28, 2018     68,816     $ 863     $ 320  

uniQure B.V.(4)(5)(10)(16)

Paasheuvelweg 25a

Amsterdam, Netherlands 1105 BP

    0.04   Drug Discovery & Development   Equity   Common Stock   September 20, 2013     17,175       332       550  

Valo Health, LLC (p.k.a. Integral Health Holdings, LLC)

399 Boylston Street

Boston, MA 02116

 

 

0.31

 

Drug Discovery & Development

 

Equity

 

Preferred Series B

 

December 11, 2020

 

 

510,308

 

 

 

3,000

 

 

 

4,183

 

X4 Pharmaceuticals, Inc.(4)

955 Massachusetts Ave

Cambridge, MA 02139

    1.25   Drug Discovery & Development   Equity   Common Stock   November 26, 2019     198,277       1,641       1,049  
             

 

 

   

 

 

 

Subtotal: Drug Discovery & Development (2.22%)*

 

    31,402       29,683  
 

 

 

   

 

 

 

Healthcare Services, Other

               

23andMe, Inc.(4)(20)

899 West Evelyn Avenue

Mountain View, CA 94041

    0.20   Healthcare Services, Other   Equity   Common Stock   March 11, 2019     828,360       5,094       6,692  

Carbon Health Technologies, Inc.

55 Pacific Avenue, Suite 100

San Francisco, CA 94111

    0.21   Healthcare Services, Other   Equity   Preferred Series C   March 30, 2021     217,880       1,687       2,039  
             

 

 

   

 

 

 

Subtotal: Healthcare Services, Other (0.65%)*

 

    6,781       8,731  
 

 

 

   

 

 

 

Information Services

               

Zeta Global Corp.(4)(20)

3 Park Avenue, 33rd Floor

New York, NY 10016

    0.16   Information Services   Equity   Common Stock   November 20, 2007     295,861       —         1,565  
             

 

 

   

 

 

 

Subtotal: Information Services (0.12%)*

 

    —         1,565  
 

 

 

   

 

 

 

Internet Consumer & Business Services

           

Black Crow AI, Inc.(6)

75 Varick Street

New York, NY 10013

    5.31   Internet Consumer & Business Services   Equity   Preferred Series Seed   December 6, 2016     872,797       1,000       1,243  

Black Crow AI, Inc. affiliates(21)

75 Varick Street

New York, NY 10013

    0.00   Internet Consumer & Business Services   Equity   Preferred Note   December 6, 2016     3       3,000       3,000  

Brigade Group, Inc.

3871 Piedmont Avenue

Oakland, CA 94611

    0.05   Internet Consumer & Business Services   Equity   Common Stock   March 1, 2013     9,023       93       —    

Contentful Global, Inc. (p.k.a. Contentful, Inc.)(5)(10)

Ritterstr. 12-14

Berlin, Germany 10969

 

 

0.17

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series C

 

September 24, 2018

 

 

41,000

 

 

 

138

 

 

 

516

 

    Internet Consumer & Business Services   Equity   Preferred Series D   November 20, 2018     108,500       500       1,409  
           

 

 

   

 

 

   

 

 

 

Total Contentful Global, Inc. (p.k.a. Contentful, Inc.)

    149,500       638       1,925  

DoorDash, Inc.(4)

901 Market Street, 6th Floor

San Francisco, CA 94103

    0.03   Internet Consumer & Business Services   Equity   Common Stock   December 20, 2018     100,000       1,153       20,598  

Lyft, Inc. (4)

185 Berry Street, #5000

San Francisco, CA 94107

    0.03   Internet Consumer & Business Services   Equity   Common Stock   December 26, 2018     100,738       5,262       5,399  

Nerdy Inc.(4)(20)

101 South Hanley Road

Clayton, MO 63105

    0.12   Internet Consumer & Business Services   Equity   Common Stock   September 17, 2021     100,000       1,000       836  

 

26


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Nextdoor.com, Inc.

875 Stevenson Street

San Francisco, CA 94103

    0.54   Internet Consumer & Business Services   Equity   Common Stock   August 1, 2018     328,190     $ 4,854     $ 9,435  

OfferUp, Inc.

227 Bellevue Way Northeast

Bellevue, WA 98004

    0.16   Internet Consumer & Business Services   Equity   Preferred Series A   October 25, 2016     286,080       1,663       1,719  
    Internet Consumer & Business Services   Equity   Preferred Series A-1   October 25, 2016     108,710       632       653  
           

 

 

   

 

 

   

 

 

 

Total OfferUp, Inc.

    394,790       2,295       2,372  

Oportun(4)

171 Constitution Drive

Menlo Park, CA 94025

    0.17   Internet Consumer & Business Services   Equity   Common Stock   June 28, 2013     48,365       578       1,211  

Reischling Press, Inc. (p.k.a. Blurb, Inc.)

3325 South 116th Street, Suite 161

Seattle, WA 98168

    0.05   Internet Consumer & Business Services   Equity   Common Stock   December 29, 2006     1,163       15       —    

Savage X Holding, LLC

800 Apollo Drive

El Segundo, CA 90245

    0.07   Internet Consumer & Business Services   Equity   Class A Units   April 30, 2010     42,137       13       64  

Tectura Corporation(7)

951 Old County Road

Belmont, CA 94002

    49.50   Internet Consumer & Business Services   Equity   Common Stock   April 9, 2007     414,994,863       900       —    
    Internet Consumer & Business Services   Equity   Preferred Series BB   April 9, 2007     1,000,000       —         —    
           

 

 

   

 

 

   

 

 

 

Total Tectura Corporation

    415,994,863       900       —    

TFG Holding, Inc.

800 Apollo Drive

El Segundo, CA 90245

    0.08   Internet Consumer & Business Services   Equity   Common Stock   April 30, 2010     42,989       89       231  

Uber Technologies, Inc. (p.k.a. Postmates, Inc.)(4)

540 Washington Street

San Francisco, CA 94111

 

 

0.00

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

August 30, 2018

 

 

32,991

 

 

 

317

 

 

 

1,478

 

             

 

 

   

 

 

 

Subtotal: Internet Consumer & Business Services (3.57%)*

 

    21,207       47,792  
 

 

 

   

 

 

 

Medical Devices & Equipment

               

Flowonix Medical Incorporated

500 International Drive

Mount Olive, NJ 07828

    0.34   Medical Devices & Equipment   Equity   Preferred Series AA   November 3, 2014     221,893       1,500       —    

Gelesis, Inc.

500 Boylston Street

Boston, MA 02116

    2.39   Medical Devices & Equipment   Equity   Common Stock   November 30, 2009     227,013       —         4,636  
    Medical Devices & Equipment   Equity   Preferred Series A-1   December 30, 2011     243,432       503       4,973  
    Medical Devices & Equipment   Equity   Preferred Series A-2   December 31, 2011     191,626       500       3,914  
           

 

 

   

 

 

   

 

 

 

Total Gelesis, Inc.

    662,071       1,003       13,523  

Medrobotics Corporation

475 Paramount Drive

Raynham, MA 02767

    0.74   Medical Devices & Equipment   Equity   Preferred Series E   September 12, 2013     136,798       250       —    
    Medical Devices & Equipment   Equity   Preferred Series F   October 22, 2014     73,971       155       —    

 

27


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  
    Medical Devices & Equipment   Equity   Preferred Series G   October 16, 2015     163,934     $ 500     $ —    
           

 

 

   

 

 

   

 

 

 

Total Medrobotics Corporation

    374,703       905       —    

ViewRay, Inc.(4)

2 Thermo Fisher Way

Oakwood Village, OH 44146

    0.02   Medical Devices & Equipment   Equity   Common Stock   December 16, 2013     36,457       333       263  
             

 

 

   

 

 

 

Subtotal: Medical Devices & Equipment (1.03%)*

 

    3,741       13,786  
 

 

 

   

 

 

 

Semiconductors

               

Achronix Semiconductor Corporation

2903 Bunker Hill Lane

Santa Clara, CA 95054

    0.32   Semiconductors   Equity   Preferred Series C   July 1, 2011     277,995       160       726  
             

 

 

   

 

 

 

Subtotal: Semiconductors (0.05%)*

 

    160       726  
 

 

 

   

 

 

 

Software

               

3GTMS, LLC.

4 Armstrong Road

Shelton, CT 06484

    0.89   Software   Equity   Common Stock   August 9, 2021     1,000,000       1,000       857  

CapLinked, Inc.

2015 Manhattan Beach

Boulevard #108

Redondo Beach, CA 90278

    0.29   Software   Equity   Preferred Series A-3   October 26, 2012     53,614       51       88  

Docker, Inc.

144 Townsend Street

San Francisco, CA 94107

    0.03   Software   Equity   Common Stock   November 29, 2018     20,000       4,284       8  

Druva Holdings, Inc. (p.k.a. Druva, Inc.)

800 W California Avenue #100

Sunnyvale, CA 94041

    0.26   Software   Equity   Preferred Series 2   October 22, 2015     458,841       1,000       2,024  
    Software   Equity   Preferred Series 3   August 24, 2017     93,620       300       460  
           

 

 

   

 

 

   

 

 

 

Total Druva Holdings, Inc. (p.k.a. Druva, Inc.)

    552,461       1,300       2,484  

HighRoads, Inc.

120 Presidential Way, Suite 330

Woburn, MA 01801

    0.00   Software   Equity   Common Stock   January 18, 2013     190       307       —    

Lightbend, Inc.

625 Market Street

San Francisco, CA 94105

    0.61   Software   Equity   Preferred Series D   December 4, 2020     384,616       265       85  

Palantir Technologies(4)

1555 Blake Street, Suite 250

Denver, CO 80202

    0.07   Software   Equity   Common Stock   June 30, 2016     1,418,337       8,669       34,097  

SingleStore, Inc. (p.k.a. memsql, Inc.)

380 10th Street Suite 25

San Francisco, CA 94103

    0.55   Software   Equity  

Preferred Series E

 

November 25, 2020

 

 

580,983

 

 

 

2,000

 

 

 

2,500

 

    Software   Equity   Preferred Series F   August 12, 2021     52,956       280       272  
           

 

 

   

 

 

   

 

 

 

Total SingleStore, Inc. (p.k.a. memsql, Inc.)

    633,939       2,280       2,772  

Sprinklr, Inc.(4)(20)

29 West 35th Street, 7th Floor

New York, NY 10001

    0.27   Software   Equity   Common Stock   March 22, 2017     700,000       3,749       10,854  

Verana Health, Inc.

600 Harrison Street, Suite 250

San Francisco, CA 94028

    0.49   Software   Equity   Preferred Series E   July 8, 2021     952,562       2,000       1,936  
             

 

 

   

 

 

 

Subtotal: Software (3.98%)*

 

    23,905       53,181  
 

 

 

   

 

 

 

 

28


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Surgical Devices

               

Gynesonics, Inc.

600 Chesapeake Drive

Redwood City, CA 94063

    0.56   Surgical Devices   Equity   Preferred Series B   January 18, 2007     219,298     $ 250     $ 19  
    Surgical Devices   Equity   Preferred Series C   June 16, 2010     656,538       282       56  
    Surgical Devices   Equity   Preferred Series D   February 8, 2013     1,991,157       712       181  
    Surgical Devices   Equity   Preferred Series E   July 14, 2015     2,786,367       429       284  
    Surgical Devices   Equity   Preferred Series F   December 18, 2018     1,523,693       118       220  
    Surgical Devices   Equity   Preferred Series F-1   December 18, 2018     2,418,125       150       316  
           

 

 

   

 

 

   

 

 

 

Total Gynesonics, Inc.

    9,595,178       1,941       1,076  
           

 

 

   

 

 

   

 

 

 

Subtotal: Surgical Devices (0.08%)*

 

    1,941       1,076  
 

 

 

   

 

 

 

Sustainable and Renewable Technology

               

Impossible Foods, Inc.

525 Chesapeake Drive

Redwood City, CA 94063

    0.07  

Sustainable and

Renewable Technology

  Equity   Preferred Series E-1  

May 10,

2019

    188,611       2,000       3,352  

Modumetal, Inc.

Northlake R&D Center

Seattle, WA 98103

    0.05   Sustainable and Renewable Technology   Equity   Preferred Series A-1  

June 1,

2015

    103,584       500       —    

NantEnergy, LLC (p.k.a. Fluidic, Inc.)

8455 North 90th Street, Suite 4

Scottsdale, AZ 85258

    0.00   Sustainable and Renewable Technology   Equity   Common Units   August 31, 2013     59,665       102       —    

Pineapple Energy LLC (6)

315 Lake Street East

Wayzata, MN 55391

    15.67  

Sustainable and

Renewable Technology

  Equity   Class A Units   March 31, 2015     17,647       4,767       849  

Proterra, Inc.(4)(20)

1815 Rollins Road

Burlingame, CA 94010

    0.22  

Sustainable and

Renewable Technology

  Equity   Common Stock  

May 28,

2015

    457,841       543       4,140  

Pivot Bio, Inc.

2929 7th Street Suite 120

Berkeley, CA 94710

    0.28  

Sustainable and

Renewable Technology

  Equity   Preferred Series D  

June 28,

2021

    59,307       4,500       4,020  
             

 

 

   

 

 

 

Subtotal: Sustainable and Renewable Technology (0.92%)*

 

    12,412       12,361  
 

 

 

   

 

 

 

Total: Equity Investments (15.28%)*

 

  $ 135,593     $ 204,411  
             

 

 

   

 

 

 

Warrant Investments

               

Communications & Networking

               

Spring Mobile Solutions, Inc.

11710 Plaza America Drive

Reston, VA 20190

    0.57  

Communications &

Networking

  Warrant   Common Stock  

April 19,

2013

    2,834,375     $ 418     $ —    
             

 

 

   

 

 

 

Subtotal: Communications & Networking (0.00%)*

 

    418       —    
 

 

 

   

 

 

 

Consumer & Business Products

               

Penumbra Brands, LLC (p.k.a. Gadget Guard)

1010 South Highway 101, Suite 105

Encinitas, CA 92024

    0.88   Consumer & Business Products   Warrant   Common Stock  

June 3,

2014

    1,662,441       228       —    

Grove Collaborative, Inc.

1301 Sansome Street

San Francisco, CA 94111

    0.06   Consumer & Business Products   Warrant   Common Stock  

April 30,

2021

    83,625       432       317  

TechStyle, Inc. (p.k.a. Just Fabulous, Inc.)

2301 Rosecrans Avenue

El Segundo, CA 90245

    0.49   Consumer & Business Products   Warrant   Preferred Series B  

July 16,

2013

    206,185       1,102       1,890  

 

29


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

The Neat Company

3401 Market Street, Suite 120
Philadelphia, PA 19104

    0.01   Consumer & Business Products   Warrant   Common Stock   August 13, 2014     54,054     $ 365     $ —    

Whoop, Inc.

401 Park Drive
Boston, MA 02215

    0.10   Consumer & Business Products   Warrant   Preferred Series C   June 27, 2018     68,627       18       605  
             

 

 

   

 

 

 

Subtotal: Consumer & Business Products (0.21%)*

 

    2,145       2,812  
 

 

 

   

 

 

 

Drug Delivery

               

Aerami Therapeutics (p.k.a. Dance Biopharm, Inc.)

2520 Meridian Parkway
Durham, NC 94103

 

 

 

 

0.25

 

 

 

Drug Delivery

 

 

Warrant

 

 

Common Stock

 

 

September 30, 2015

 

 

 

 

110,882

 

 

 

 

 

 

74

 

 

 

 

 

 

—  

 

 

BioQ Pharma Incorporated

185 Berry Street, Suite 160
San Francisco, CA 94107

    1.77   Drug Delivery   Warrant   Common Stock   October 27, 2014     459,183       1       26  

PDS Biotechnology Corporation (p.k.a. Edge Therapeutics, Inc.)(4)

300 Connell Drive, Suite 4000
Berkeley Heights, NJ 07922

 

 

 

 

0.02

 

 

 

Drug Delivery

 

 

Warrant

 

 

Common Stock

 

 

August 28, 2014

 

 

 

 

3,929

 

 

 

 

 

 

390

 

 

 

 

 

 

3

 

 

             

 

 

   

 

 

 

Subtotal: Drug Delivery (0.00%)*

 

    465       29  
 

 

 

   

 

 

 

Drug Discovery & Development

               

Acacia Pharma Inc.(4)(5)(10)

Harston Mill
Cambridge, UK CB22 7GG

    0.20   Drug Discovery & Development   Warrant   Common Stock   June 29, 2018     201,330       304       35  

ADMA Biologics, Inc.(4)

465 Route 17S
Ramsey, NJ 07446

    0.07   Drug Discovery & Development   Warrant   Common Stock   December 21, 2012     89,750       295       —    

Albireo Pharma, Inc.(4)(10)

50 Milk Street
Boston, MA 02109

    0.16   Drug Discovery & Development   Warrant   Common Stock   June 8, 2020     5,311       60       70  

Axsome Therapeutics, Inc.(4)(10)

22 Courtlandt St.
New York, NY 10007

    0.04   Drug Discovery & Development   Warrant   Common Stock   September 25, 2020     15,541       681       171  

Brickell Biotech, Inc.(4)

5777 Central Avenue, Suite 102
Boulder, CO 80301

    0.01   Drug Discovery & Development   Warrant   Common Stock   February 18, 2016     9,005       118       —    

Century Therapeutics(4)

3675 Market Street
Philadelphia, PA 19104

    0.03   Drug Discovery & Development   Warrant   Common Units   September 14, 2020     16,112       37       156  

Concert Pharmaceuticals, Inc.(4)(10)

99 Hayden Avenue, Suite 100
Lexington, MA 02421

    0.41   Drug Discovery & Development   Warrant   Common Stock   December 22, 2011     61,273       178       3  

Dermavant Sciences Ltd. (10)

3780 Kilroy Airport Way
Long Beach, CA 90806

    0.18   Drug Discovery & Development   Warrant   Common Stock   May 31, 2019     223,642       100       388  

Evofem Biosciences, Inc.(4)

12400 High Bluff Drive, Suite 600
San Diego, CA 92130

    0.01   Drug Discovery & Development   Warrant   Common Stock   June 11, 2014     7,806       266       —    

 

30


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Genocea Biosciences, Inc.(4)

161 First Street, Suite 2C
Cambridge, MA 02142

    0.12   Drug Discovery & Development   Warrant   Common Stock   April 24, 2018     41,176     $ 165     $ 4  

Motif Bio PLC(10)

125 Park Avenue
New York, NY 10017

    40.90   Drug Discovery & Development   Warrant   Common Stock   November 14, 2017     121,337,041       282       —    

Myovant Sciences, Ltd.(4)(10)

2000 Sierra Point Parkway
Brisbane, CA 94005

    0.08   Drug Discovery & Development   Warrant   Common Stock   October 16, 2017     73,710       460       647  

Paratek Pharmaceuticals, Inc.(4)

75 Park Plaza
Boston, MA 02116

    1.14   Drug Discovery & Development   Warrant   Common Stock   December 12, 2016     469,388       644       550  

Phathom Pharmaceuticals, Inc.(4)(10)(15)(16)

100 Campus Drive, Suite 102
Florham Park, NJ 07932

    0.22   Drug Discovery & Development   Warrant   Common Stock   September 17, 2021     64,687       848       792  

Stealth Bio Therapeutics Corp.(4)(10)

275 Grove Street
Auburndale, MA 02466

    0.87   Drug Discovery & Development   Warrant   Common Stock   June 30, 2017     500,000       158       1  

Scynexis, Inc.(4)

101 Hudson Street, Suite 3610
Jersey City, NJ 07302

    0.26   Drug Discovery & Development   Warrant   Common Stock   May 14, 2021     60,591       188       118  

TG Therapeutics, Inc.(4)(10)

787 Seventh Avenue
New York, NY 10019

    0.11   Drug Discovery & Development   Warrant   Common Stock   February 28, 2019     147,058       564       3,236  

Tricida, Inc.(4)

7000 Shoreline Court
South San Francisco, CA 94080

    0.20   Drug Discovery & Development   Warrant   Common Stock   March 27, 2019     31,352       281       1  

Valo Health, LLC (p.k.a. Integral Health Holdings, LLC)

399 Boylston Street
Boston, MA 02116

    0.31   Drug Discovery & Development   Warrant   Common Units   June 15, 2020     102,216       257       838  

X4 Pharmaceuticals, Inc.(4)

955 Massachusetts Ave
Cambridge, MA 02139

    1.25   Drug Discovery & Development   Warrant   Common Stock   October 19, 2018     108,334       673       36  

Yumanity Therapeutics, Inc.(4)

790 Memorial Drive, Suite 2C
Cambridge, MA 02139

    0.15   Drug Discovery & Development   Warrant   Common Stock   December 20, 2019     15,414       110       41  
             

 

 

   

 

 

 

Subtotal: Drug Discovery & Development (0.53%)*

 

    6,669       7,087  
 

 

 

   

 

 

 

Electronics & Computer Hardware

               

908 Devices, Inc.(4)

645 Summer Street
Boston, MA 02210

    0.18   Electronics & Computer Hardware   Warrant   Common Stock   March 15, 2017     49,078       101       860  
             

 

 

   

 

 

 

Subtotal: Electronics & Computer Hardware (0.06%)*

 

    101       860  
 

 

 

   

 

 

 

 

31


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Information Services

               

InMobi Inc. (10)

475 Brannan Street, Suite 410
San Francisco, CA 94107

    0.16   Information Services   Warrant   Common Stock   November 19, 2014     65,587     $ 82     $ —    

Netbase Solutions, Inc.

3960 Freedom Circle
Santa Clara, CA 95054

    0.01   Information Services   Warrant   Preferred Series 1   August 22, 2017     60,000       356       525  

Planet Labs, Inc.

490 2nd Street
San Francisco, CA 94107

    0.25   Information Services   Warrant   Common Stock   June 21, 2019     357,752       615       4,178  

Sapphire Digital, Inc. (p.k.a. MDX Medical, Inc.)

210 Clay Avenue, 140
Lyndhurst, NJ 07071

 

 

 

 

0.92

 

 

 

Information Services

 

 

Warrant

 

 

Common Stock

 

 

May 25, 2017

 

 

 

 

2,812,500

 

 

 

 

 

 

283

 

 

 

 

 

 

744

 

 

             

 

 

   

 

 

 

Subtotal: Information Services (0.41%)*

 

    1,336       5,447  
 

 

 

   

 

 

 

Internet Consumer & Business Services

               

Aria Systems, Inc.

575 Market Street, 10th Floor
San Francisco, CA 94105

    0.14   Internet Consumer & Business Services   Warrant   Preferred Series G   May 22, 2015     231,535       73       —    

Cloudpay, Inc.(5)(10)

1 & 2 The Woodford Centre
Salisbury, England Wiltshire SP4 6BU

    0.39   Internet Consumer & Business Services   Warrant   Preferred Series B   April 10, 2018     6,763       54       300  

First Insight, Inc.

2000 Ericsson Drive, Suite 200
Warrendale, PA 15086

    0.37   Internet Consumer & Business Services   Warrant   Preferred Series B   May 10, 2018     75,917       96       80  

Houzz, Inc.

540 Bryant Street
Palo Alto, CA 94301

    0.14   Internet Consumer & Business Services   Warrant   Common Stock   October 29, 2019     529,661       20       153  

Interactions Corporation

31 Hayward Street
Franklin, MA 02038

    0.06   Internet Consumer & Business Services   Warrant   Preferred Series G-3   June 16, 2015     68,187       204       520  

Landing Holdings Inc.(15)

535 Mission Street
San Francisco, CA 94105

    0.13   Internet Consumer & Business Services   Warrant   Common Stock   March 12, 2021     11,806       116       169  

Lendio, Inc.

10235 South Jordan Gateway
South Jordan, UT 84095

    0.07   Internet Consumer & Business Services   Warrant   Preferred Series D   March 29, 2019     127,032       39       92  

LogicSource

20 Marshall Street
Sourth Norwalk, CT 06854

    0.39   Internet Consumer & Business Services   Warrant   Preferred Series C   March 21, 2016     79,625       30       165  

Rhino Labs, Inc.(15)

99 Wall Street
New York, NY 10005

    0.28   Internet Consumer & Business Services   Warrant   Common Stock   March 12, 2021     13,106       471       144  

RumbleON, Inc.(4)

4521 Sharon Road, Suite 370
Charlotte, NC 28211

    0.15   Internet Consumer & Business Services   Warrant   Common Stock   April 30, 2018     5,139       87       35  

SeatGeek, Inc.

902 Broadway
New York, NY 10013

    0.74   Internet Consumer & Business Services   Warrant   Common Stock   June 12, 2019     1,379,761       843       1,080  

ShareThis, Inc.

4009 Miranda Avenue, Suite 200
Palo Alto, CA 94304

    0.91   Internet Consumer & Business Services   Warrant   Preferred Series C   December 14, 2012     493,502       547       —    

 

32


Table of Contents

As of September 30, 2021

(dollar amounts in thousands)

(unaudited)

 

Portfolio Company

  Percentage
Ownership
   

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Initial
Acquisition
Date

  Shares     Cost(3)     Value(4)  

Skyword, Inc.

38 Chauncy Street
Boston, MA 02109

    0.31   Internet Consumer & Business Services   Warrant   Preferred Series B   August 23, 2019     444,444     $ 83     $ 16  

Snagajob.com, Inc.

1919 N Lynn Street
Arlington, VA 22209

    1.46   Internet Consumer & Business Services   Warrant   Common Stock  

April 20,

2020

    600,000       16       67  
    Internet Consumer & Business Services   Warrant   Preferred Series A  

June 30,

2016

    1,800,000       782       66  
    Internet Consumer & Business Services   Warrant   Preferred Series B   August 1, 2018     1,211,537       62       30  
           

 

 

   

 

 

   

 

 

 

Total Snagajob.com, Inc.

    3,611,537       860       163  

Tapjoy, Inc.

353 Sacramento Street
San Francisco, CA 94111

    0.35   Internet Consumer & Business Services   Warrant   Preferred Series D   July 1, 2014     748,670       316       80  

The Faction Group LLC

303 East 17th Avenue
Denver, CO 80203

    1.40   Internet Consumer & Business Services   Warrant   Preferred Series AA   November 3, 2014     8,076       234       802  

Thumbtack, Inc.

1001 Page Street
San Francisco, CA 94117

    0.08   Internet Consumer & Business Services   Warrant   Common Stock  

May 1,

2018

    190,953       553       984  

Zepz (p.k.a. Worldremit Group Limited) (5)(10)(16)

Kensington Centre
66 Hammersmith Road
London, England W14 8UD

    0.16   Internet Consumer & Business Services   Warrant   Preferred Series D   February 11, 2021     77,215       129       1,915  
    Internet Consumer & Business Services   Warrant   Preferred Series E   August 27, 2021     1,868       26       22  
           

 

 

   

 

 

   

 

 

 

Total Zepz (p.k.a. Worldremit Group Limited)

              79,083       155       1,937  

Xometry, Inc. (4)(20)

7951 Cessna Avenue
Gaithersburg, MD 20879

    1.01   Internet Consumer & Business Services   Warrant   Common Stock  

May 9,

2018

    87,784       47       2,973  
             

 

 

   

 

 

 

Subtotal: Internet Consumer & Business Services (0.72%)*

 

    4,828       9,693  
 

 

 

   

 

 

 

Media/Content/Info

               

Zoom Media Group, Inc.

112 Madison Avenue, 8th Floor
New York, NY 10016

  &nbs